It’s Time to Increase Shareholder Voices Inside the Boardroom

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Sturm College of Law


Shareholders, Corporate governance, Business management, Corporations


Common mythology holds that shareholders of public corporations choose who sits on the board of directors. Nothing could be further from the truth.

Under the laws of most states, directors are automatically elected if they run unopposed. Most do. In the vast majority of public corporations, directors have no competition, making the end result a foregone conclusion. Typically, directors who do not receive majority support submit a perfunctory letter of resignation that is rarely accepted. These “zombie directors” live on despite their metaphorical deaths at the hands of shareholders.

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