The Theory and Practice of Corporate Voting at U.S. Public Companies

This paper develops a comprehensive theory of corporate voting and its role in corporate governance for U.S. public corporations. We begin by addressing why shareholders should vote, and then ask why no other stakeholders vote. We finish the first part of the paper by examining what shareholders should vote on. In Section II we discuss the implications of empty voting for our theory. Section III examines the current system of corporate voting in the U.S. to see how it conforms to our theory. We finish with some brief conclusions