Sarah Haan to Deliver Lecture in Honor of Endowed Professorship Haan’s talk “The Democratization of Shareholding: Power and Passivity in American Corporate and Political Governance” will be held on Sept. 5.

By Law Communications
August 18, 2023

W&L Law Professor Sarah Haan will present a public lecture to mark her appointment as the inaugural Class of 1958 Uncas and Anne McThenia Professor of Law. The free talk will be held on Tuesday, Sept. 5 at 4:00 pm in Classroom A, Sydney Lewis Hall.

Titled “The Democratization of Shareholding: Power and Passivity in American Corporate and Political Governance,” Haan’s lecture explores how shareholding expanded, atomized, and “democratized” in the early twentieth century, creating the “separation of ownership and control,” the central problem in American corporate law.

“It is less well-known that shareholding was also feminizing; women were the largest shareholder demographic at many of the nation’s biggest public companies by the 1930s,” explains Haan. “In intellectual circles, the idea of shareholder ‘passivity’ gained wide traction, and the law and economics movement embraced shareholder passivity and refashioned it as ‘rational apathy.’ The Passivity Thesis teaches shareholders to relinquish power within corporate organization, when doing so is efficient or individually wealth-maximizing. The influence of this passive conception of governance potentially extends beyond the economic sphere into the realm of politics. Do shareholders really want to be passive in corporate governance? The twenty-first-century shareholder activism movement suggests they do not.”

Haan joined the faculty in 2017 and teaches a variety of core and advanced business law classes in the curriculum, including Business Associations and Mergers and Acquisitions. She also teaches a course on the Law of Money in Politics.

Haan is a nationally-recognized expert on corporate governance. Her most recent article, “Corporate Governance and the Feminization of Capital” (Stanford Law Review, 2022), was chosen as one of the top ten articles on corporate and securities law in 2022 by a vote of U.S. law professors in those fields. A scholarly review of this article called it “a must-read article for every teacher and student of corporate law” and described her work in this piece as a “sweeping, provocative, and almost totally new synthesis of long-forgotten historical details.”

Haan also writes on issues at the intersection of business law and politics, such as corporate political speech, campaign finance disclosure, and the First Amendment. Her book chapters and articles have appeared or are forthcoming in edited collections, peer-reviewed journals such as the International Journal of Financial Research, and leading U.S. law reviews including the Yale Law Journal. Professor Haan has been recognized for excellence in legal scholarship with the Lewis Prize in 2018 and with an Ethan Allen Faculty Fellowship in 2021 and 2023.

Haan received a B.A. in History from Yale University and a law degree from Columbia Law School, where she was an articles editor of the Columbia Law Review. Prior to joining legal academia, Haan worked in the litigation department at Davis Polk & Wardwell in New York, and as a Teach For America teacher in Compton, California.

The Class of 1958 Uncas and Anne McThenia Term Professorship was established by the members of the undergraduate Class of 1958 in celebration of their 50^th reunion to support a faculty member in the School of Law. The prestigious award will rotate to a different professor every three to five years.

If you know a W&L faculty member who has done great, accolade-worthy things, tell us about them! Nominate them for an accolade.