Voting in Corporations

Theoretical Economics, Vol. 16 (2021), 101–128.

43 Pages Posted: 18 May 2017 Last revised: 5 Aug 2022

See all articles by Alan D. Miller

Alan D. Miller

Faculty of Law, Western University

Date Written: May 8, 2020


I introduce a model of shareholder voting. I describe and provide characterizations of three families of shareholder voting rules: ratio rules, difference rules, and share majority rules. The characterizations rely on two key axioms: merger consistency, which requires consistency in voting outcomes following stock-for-stock mergers, and reallocation invariance, which requires the shareholder voting rule to be immune to certain manipulative techniques used by shareholders to hide their ownership. The paper also extends May’s theorem.

Keywords: Shareholder Voting; Axioms; Share Majority Rule; Merger; Reallocation Invariance; One Share-One Vote; Difference Rules; Ratio Rules

JEL Classification: D71, G34, K22

Suggested Citation

Miller, Alan D., Voting in Corporations (May 8, 2020). Theoretical Economics, Vol. 16 (2021), 101–128., Available at SSRN: or

Alan D. Miller (Contact Author)

Faculty of Law, Western University ( email )

1151 Richmond Street
London, Ontario N6A3K7


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