Majority Rules

The “disinterested and independent majority” is one of the most important concepts in corporate law. Corporate actions are almost immune to legal challenge if a suitable majority of directors stands ready to approve it. Scholars have extensively debated the proper meaning and effect of “disinterested and independent,” but no such literature analyzes “majority.” As a matter of arithmetic, how do we compute whether a given set of directors contains a suitable majority? While seemingly innocuous, the concept of a majority means different things to different courts. Indeed, there may be no majority rule for majority independence. The Article charts and analyzes a puzzle somehow undiscovered, though at the heart of a field. In so doing, it asks questions important to debates far afield of corporate law. Majority rules matter for flawed democracies everywhere.