The Case for Shareholder Access to the Ballot
Lucian A. Bebchuk
Harvard Law School; National Bureau of Economic Research (NBER); Centre for Economic Policy Research (CEPR) and European Corporate Governance Institute (ECGI)
October 1, 2003
The Business Lawyer, Vol. 59, pp. 43-66, 2003
Harvard Law and Economics Discussion Paper No. 428
The SEC is now considering a proposal to require some public companies to include in their proxy materials candidates for the board nominated by shareholders. I document that incumbents do not currently face any meaningful risk of being replaced via the ballot box, and I argue that providing shareholder access would be a moderate step toward improving board accountability. Analyzing each of the objections that opponents have raised against the proposed shareholder access, I conclude that none of them provides a good basis for opposing it. Indeed, it would be desirable to supplement shareholder access with additional measures to invigorate corporate elections.
Number of Pages in PDF File: 31
Keywords: corporate governance, directors, shareholders, shareholder voting, corporate elections, proxy fights, proxy contests, proxy rules, SEC
JEL Classification: D70, G30, G32, G34, G38, K22
Date posted: December 5, 2003 ; Last revised: April 29, 2009
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