Shareholder Voice and Its Opponents

This paper has shown that some of the principal arguments against shareholder voice areunfounded. It has shown that shareholders do own corporations, and that the nature of their propertyinterest is structured to meet the needs of the relationships found in stock corporations. The paper hasexplained that fiduciary and other duties restrain the actions of shareholders just as they do those ofmanagement, and that critics cannot reasonably expect court-imposed fiduciary duties to extendbeyond the actual powers of shareholders. It has also illustrated how, although corporate statutes giveshareholders complete power to structure governance as they will, the default governance structures ofU.S. corporations leaves shareholders almost powerless to initiate any sort of action, and theinteraction between state and federal law makes it almost impossible for shareholders to elect directorsof their choice. Lastly, the paper has recalled how the percentage of U.S. corporate equities owned byinstitutional investors has increased dramatically..