Michael P. Dooley教授は，University of Virginia Law Schoolの会社法教授であり，また，長らくModel Business Corporation ActのOfficial Reporterでした。

Smith教授は，1989年に書かれた次の文章を引用して，Dooley教授を偲んでいます。

The power to hold to account is the power to interfere and, ultimately, the power to decide. If stockholders are given too easy access to courts, the effect is to transfer decisionmaking power from the board to the stockholders or, more realistically, to one or few stockholders whose interests may not coincide with those of the larger body of stockholders. By limiting judicial review of board decisions, the business judgment rule preserves the statutory scheme of centralizing authority in the board of directors. In doing so, it also preserves the value of centralized decisionmaking for the stockholders and protects them against unwarranted interference in that process by one of their number. Although it is customary to think of the business judgment rule as protecting directors from stockholders, it ultimately serves the more important function of protecting stockholders from themselves.¹

RIP.

〔2016年7月8日追記〕

• A Tribute to Michael P. Dooley

via Stephen M. Bainbridge, Henry Manne, Gordon Smith

1. Michael P. Dooley & E. Norman Veasey, The Role of the Board in Derivative Litigation: Delaware Law and the Current ALI Proposals Compared, 44 Bus. Law. 503, 522 (1989). [↩]