- I. Introduction
- A. Exit and Voice
- B. The Opponents of Shareholder Voice
- II. Shareholder Property Rights
- A. Shareholders Own the Corporation, Not Its Assets
- B. The Nature of a Shareholder's Property Interes
- III. Shareholder Duties
- A. Shareholder Fiduciary Duties
- B. Duties under the Exchange Act
- 1. Reporting Duties under § 13(d) Exchange Act
- 2. Duties of Insiders under § 16 Exchange Act
- IV. Shareholder Voice in the Statutory Governance Structure
- A. The Statutory Balance of Power between Shareholders and Management
- B. The Election of Directors
- VI. The Gradual Return of Shareholder Voice
- A. An Increase in Institutional Investors
- B. Reforms That Are Slowly Making Voice Viable
- 1. Ensuring the Distribution of ProxyMaterials
- 2. Softening the Overbroad Impact ofWilliams Act Rules
- 3. Requiring Prudent Exercise of Voting Rights
- 4. Creating Independent Proxy Advice Organizations
- 5. Allowing Reasonable Shareholder Communications
- 6. The Unhappy Path of Rule 14a-8
- 7. Eliminating the Carrot of "Soft Information"
- 8. One Small Step Towards Shareholders Actually Electing Directors
- C. Conclusion
Persistent link: https://www.econbiz.de/10005870171