Research Handbooks in Corporate Law and Governance series
Edited by Jennifer G. Hill and Randall S. Thomas
Chapter 21: The theory and practice of corporate voting at US public companies
In this chapter, we develop a comprehensive theory of corporate voting and its role in corporate governance. In section I, we begin by addressing why shareholders should vote, and then ask why no other stakeholders vote. We finish the first part of the paper by examining what shareholders should vote on and move on in section II to discuss the implications of empty voting for our theory. Section III examines the current system of corporate voting in the US to see how it conforms with our theory. We finish with some brief conclusions.
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