Michigan Law Review Volume 108 Issue 3 2009 Shareholder Compensation as Dividend James J. Park Brooklyn Law School Follow this and additional works at: https://repository.law.umich.edu/mlr Part of the Insurance Law Commons, Legal Remedies Commons, and the Securities Law Commons Recommended Citation James J. Park, Shareholder Compensation as Dividend, 108 MICH. L. REV. 323 (2009). Available at: https://repository.law.umich.edu/mlr/vol108/iss3/2 This Article is brought to you for free and open access by the Michigan Law Review at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in Michigan Law Review by an authorized editor of University of Michigan Law School Scholarship Repository. For more information, please contact
[email protected]. SHAREHOLDER COMPENSATION AS DIVIDEND James J. Park* This Article questions the prevailing view that securities-fraud actions suffer from a circularity problem. Because shareholder plaintiffs are owners of the defendant corporation, it is commonly argued that shareholder compensation is a payment from share- holders to themselves with substantial transactioncosts in the form of attorney fees. But shareholdercompensation is no more circular than a dividend, which is a cash payment to shareholdersfrom the company they own with substantial transactioncosts in the form of taxes. In fact, shareholder compensation is less circular than a dividend because it is a transfer to shareholders who purchased stock when the price was inflated by fraud from those who did not. Shareholder compensation serves an important loss-spreading function that is facilitated by the insurance market. Shareholder compensation may also capture some of the benefits of paying divi- dends, such as signaling and reducing agency costs, though it may do so more effectively if companies could resolve securities-fraud actions by paying a preemptive dividend.