U.S. corporate law has long denied shareholders the power to make rules-of-the-game decisions - that is, decisions to … Shareholder Power, I advocated providing shareholders with power to make rules-of-the-game decisions. A forthcoming exchange in … develops my arguments for increasing shareholder power. I discuss the significant costs arising from boards control over rules …

The power of shareholders to replace the board is a central element in the accepted theory of the modern public … corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of … challenges to directors are so rare, and then makes the case for arrangements that would provide shareholders with a viable power …

This paper reconsiders the basic allocation of power between boards and shareholders in publicly traded companies with … governance arrangements. I show, and support with empirical evidence, that shareholders' existing power to replace directors is … or state of incorporation. Providing shareholders with such power would improve over time to improve all corporate …