Law Commons^™

Corporate Voting, Robert B. Thompson, Paul H. Edelman

Vanderbilt Law Review

What are we to make of shareholder voting? Delaware law presents voting as the ideological underpinning of a corporate governance system that gives directors wide control over other people's money. In the legal commentary, there are recurring descriptions of corporations as representative democracies in which New York Alumni Chancellor's Chair in Law & Professor of Management, Vanderbilt University.

.. Professor of Mathematics and Law, Vanderbilt University. We have benefited from the comments of Jeff Gordon, Sam Issacharoff, Curtis Milhaupt, Larry Ribstein, Lynn Stout, and participants at workshops at New York University, the University of Connecticut, and Emory University, colloquia at …

Corporate Voting, Paul H. Edelman, Robert B. Thompson

Vanderbilt Law School Faculty Publications

Discussion of shareholder voting frequently begins against a background of the democratic expectations and justifications present in decision-making in the public sphere. Directors are assumed to be agents of the shareholders in much the same way that public officers are representatives of citizens. Recent debates about majority voting and shareholder nomination of directors illustrate this pattern. Yet the corporate process differs in significant ways, partly because the market for shares permits a form of intensity voting and lets markets mediate the outcome in a way that would be foreign to the public setting and partly because the shareholders' role is …