单选题 II. (Economic Law) Consider first shareholders’ voting rights. As a matter of law these are severely limited in scope, principally to the right to elect and remove directors. Shareholders have no right to select the company’s CEO; they cannot require the company to pay them a single penny in dividends; they cannot vote to change or preserve the company’s line of business; they cannot stop directors from squandering revenues on employee raises, charitable contributions, or executive jets; and they cannot vote to sell the company’s assets or the company itself (although they may in some cases vote to veto a sale or merger proposed by the board). The rules of voting procedure further limit exercise of the shareholder franchise. Delaware law, for example, presumes only directors have authority to call a special shareholders’ meeting, and shareholders who wait for the regularly scheduled annual meeting to try to elect or remove directors usually must pay to solicit proxies. Finally and perhaps most significantly, in a public firm with widely-dispersed share ownership, shareholder activism is a public good, and shareholders’ own “rational apathy” raises an often-insurmountable obstacle to collective action. As Robert Clark has put it, a cynic could easily conclude that shareholder voting in a public company is “a mere ceremony designed to give a veneer of legitimacy to managerial power”. W hat about shareholders’ right to sue corporate officers and directors for breach of fiduciary duty if they fail to maximize shareholder wealth? Here, too, shareholders’ “rights” turn out to be illusory. The fiduciary duty of loyalty precludes officers and directors from using their corporate positions to line their own pockets. They remain free, however, to pursue other, nonshareholder-related goals under the comforting mantle of the business judgment rule. As I have pointed out in writings with Margaret Blair, courts consistently permit directors “to use corporate funds for charitable purposes; to reject business strategies that would increase profits at the expense of the local community; to avoid risky undertakings that would benefit shareholders at creditors’ expense; and to fend off a hostile takeover at a premium price in order to protect employees or the community”. Contrary to the shareholder primacy thesis, shareholders cannot recover against directors or officers for breach of fiduciary duty simply because those directors and officers favor stakeholders’ interests over the shareholders’ own.

单选题 The first paragraph tells us the following BUT ( )

单选题 Which of the following sentence closest in meaning with the underlined sentence? ( )

单选题 According to the second paragraph, what can the company officers do? ( )

单选题 Courts have not allowed directors of companies to ( )