Abstract

http://ssrn.com/abstract=907474
 
 

Citations (4)



 
 

Footnotes (235)



 


 



The Case Against Mandatory Annual Director Elections and Shareholders' Meetings


William K. Sjostrom Jr.


University of Arizona - James E. Rogers College of Law


Tennessee Law Review, Vol. 74, 2006

Abstract:     
The article examines the mandatory requirement under state corporate law and stock exchange listing standards that public corporations hold annual shareholders' meetings for the election of directors. Specifically, I question the value of requiring corporations to (1) elect directors annually, and (2) hold shareholders' meetings annually. I critique the various justifications for these requirements and find none of them persuasive. I then explore a different approach taken by Minnesota with respect to the frequency of director elections and shareholders' meetings and conclude that the approach is superior to the current scheme. Recognizing, however, that any less strict state approach is overridden by exchange listing standards requiring annual elections and meetings, I propose that these listing standards be abolished. This would give effect to the Minnesota approach, but more importantly, it would allow state laboratories to experiment with alternative rules with respect to the frequency of elections and meetings. Consequently, it would add another variable for consideration in connection with the various proposed corporate governance reforms (e.g., shareholder proxy access, proxy contest reimbursement, majority voting) under debate, some of which may impact the propriety of annual director elections and shareholders' meetings.

Number of Pages in PDF File: 45

Keywords: Director elections, board elections, shareholders meeting, stockholders meeting, annual meeting, proxy contest

JEL Classification: G3, G34, K2, K22, K23, M1, M14

Accepted Paper Series


Download This Paper

Date posted: June 12, 2006  

Suggested Citation

Sjostrom, William K., The Case Against Mandatory Annual Director Elections and Shareholders' Meetings. Tennessee Law Review, Vol. 74, 2006. Available at SSRN: http://ssrn.com/abstract=907474

Contact Information

William K. Sjostrom Jr. (Contact Author)
University of Arizona - James E. Rogers College of Law ( email )
P.O. Box 210176
Tucson, AZ 85721-0176
United States

Feedback to SSRN


Paper statistics
Abstract Views: 2,897
Downloads: 665
Download Rank: 20,309
Citations:  4
Footnotes:  235

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo6 in 0.390 seconds