• 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