Research Handbook on Shareholder Power
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Research Handbook on Shareholder Power

Edited by Jennifer G. Hill and Randall S. Thomas

Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Yet, as this Handbook shows, there have been major shifts in capital market structure that require a reassessment of the role and power of shareholders. This book provides a contemporary analysis of shareholder power and considers the regulatory consequences of changing ownership patterns around the world. Leading international scholars in corporate law, governance and financial economics address these central issues from a range of different perspectives including historical, contemporary, legal, economic, political and comparative.
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Chapter 21: The theory and practice of corporate voting at US public companies

Randall S. Thomas and Paul H. Edelman


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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