Investment advisers to mutual funds, exchange-traded funds, and separately managed accounts are typically delegated the authority to vote their clients' securities. When this delegation occurs, these investment advisers have a fiduciary duty to vote their proxies, typically the voting rights...

For many years, the default rules of corporate and securities law have provided the board of directors (Board) with exclusive authority to decide whether shareholder proposals on proxy access, the ability of certain privileged shareholders to have their own slate of director nominees included in...

Under an Arrowian framework, centralized authority and management provides for optimal decision making in large organizations. However, Kenneth Arrow also recognized that other elements within the organization, beyond the central authority, occasionally may have superior information or...