The Corporation as Symphony : Are Shareholders First Violin or Second Fiddle?

This article focuses on shareholders and whether the current regime affords them adequate protection and participation rights. Recent changes to corporate and securities laws have facilitated the exercise of shareholder voice. These changes are important to capital markets in that they are aimed at increasing investor confidence and hence the strength of markets. The lead in shareholder activism is being taken by institutional shareholders who are utilizing new proxy and proposal provisions to express governance preferences regarding key issues such as independence of audit committees and enhanced transparency in financial disclosures. However, there continue to be barriers that institutional and other investors face in term so holding corporate officers accountable for their governance decisions. There is also a live issue as to whether recent legislative changes will adequately protect smaller capital investors and others who are implicated in corporate activity. This article suggests that this may not be the case and analyses why