Reflections on "Toward Common Sense and Common Ground?" (Response to Article by Leo E. Strine Jr. In This Issue, P. 1‪)‬

Vice Chancellor Strine's paper is refreshing and deeply analytical, measuring up to his goal of applying common sense to the corporate governance issues of the day and offering a range of changes that may establish common ground among the adversaries. Rather than commenting on Vice Chancellor Strine's conclusions point by point, I select three major issues he raises and discuss my views of each. These issues are: (1) the rise of the institutional investor as the preeminent owner of U.S. business corporations; (2) the conflict between the interests of investors in corporate shares and speculators; and (3) the peculiar anomaly in which institutional investors have been largely immune from the critical eye of academics and corporate law scholars. I conclude with a review of some of the obstacles in reaching the common ground sought by Vice Chancellor Strine, and ways in which those obstacles may be surmounted.