Despite the ever-growing influence of shareholders in corporate governance, interested voting is a topic that has not been fully explored. While the law is attentive to transactions with a controlling shareholder, such transactions hardly cover all instances in which an interested shareholder may harm the corporation by casting a pivotal vote determining the outcome of a resolution. This Paper is the first to offer a systematic mapping of interested voting based on type of shareholder resolution and type of shareholder. It describes existing approaches on interested voting, by categorizing them as bright-line rules, open-ended standards or “anything goes.” Aside from policing controlling shareholders and, to a lesser extent, acquirers in M&A transactions, the law does not offer any remedies in several other areas in which interested voting might occur, thus de facto establishing “anything goes” as the default regime.This Paper makes several contributions to the literature. First, it reckons that in some fields “anything goes” has its merits: whenever policies to tackle interested voting are difficult to implement and adjudicate, “anything goes” limits transaction and enforcement costs, as well as litigation rents. However, in some other fields, such as M&A and other financial transactions that one way or another are subject to a shareholder vote, tailored approaches come at a premium because “anything goes” would otherwise leave investors unprotected. Regulating interested voting can curb certain market failures if voting outcomes could systematically be swayed by votes at odds with common interests of shareholders—in the long run, this would result in a reduction of wealth, if certain interest groups could organize and take advantage of such a lax approach. Moreover, if “anything goes” is really the default law of the land, we must confront with some troublesome realities: (i) nearly half of close-vote transactions pass thanks to interested voting; (ii) insiders and other repeat players like index funds and hedge funds (especially arbitrageurs) are more likely to cyclically be pivotal, undetected interested voters and take advantage of a lax regime (this is particularly problematic in our age of reconcentration of corporate ownership); and (iii) the corporate law system would have less basis to justify certain pillar doctrines (Unocal, Blasius, C & J Energy, and Corwin) on shareholders’ ability to vote for their preferred solution if in fact votes might be easily tainted by interested voting
