, but allowing shareholders to vote on more issues, such as executive compensation, may not affect the quality of governance … large shareholders and management. This is because majority rule offers little incentive for small shareholders to vote. I … majority of voters. Therefore, for issues on which management and small shareholders are likely to agree, majority rule is a …

We challenge the common law rule that shareholders can generally vote as they please, even if their intent or the … property rights and shareholders can bind themselves to vote as they please – are unpersuasive. We then argue that (1) the … general meeting is the company’s agent; (2) shareholders are generally not personally liable for the consequences of the …