Joseph K. Leahy


This Article is organized into four parts and a brief conclusion. Part II provides a brief background on the Citizens United decision. Part III describes derivative lawsuits, the business judgment rule, and what little leading scholars have said about shareholders’ ability to challenge corporate political contributions using derivative suits. Parts IV and V, respectively, summarize and critique arguments advanced by two recent authors, that shareholders could challenge political contributions as a breach of the duty of loyalty. Part IV deals with the theory of corporate waste and Part V deals with the theory of self-dealing

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