The Case for Shareholder Access to the Ballot

Bebchuk, Lucian A.

doi:10.2139/ssrn.426951

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The Case for Shareholder Access to the Ballot

The Business Lawyer, Vol. 59, pp. 43-66, 2003

Harvard Law and Economics Discussion Paper No. 428

31 Pages Posted: 5 Dec 2003 Last revised: 29 Apr 2009

See all articles by Lucian A. Bebchuk

Lucian A. Bebchuk

Harvard Law School; European Corporate Governance Institute (ECGI); National Bureau of Economic Research (NBER)

Date Written: October 1, 2003

Abstract

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.

Keywords: corporate governance, directors, shareholders, shareholder voting, corporate elections, proxy fights, proxy contests, proxy rules, SEC

JEL Classification: D70, G30, G32, G34, G38, K22

Suggested Citation: Suggested Citation

Bebchuk, Lucian A., The Case for Shareholder Access to the Ballot (October 1, 2003). The Business Lawyer, Vol. 59, pp. 43-66, 2003, Harvard Law and Economics Discussion Paper No. 428, Available at SSRN: https://ssrn.com/abstract=426951 or http://dx.doi.org/10.2139/ssrn.426951