Publication Date
1-1-2018
Document Type
Article
Organizational Units
Sturm College of Law
Keywords
Securities law, Corporate law, Shareholder rights
Abstract
Shareholders have the right under Rule 14a-81 to include proposals in a company’s proxy statement. Almost always precatory, proposals advise rather than command.4 The provision provides a mechanism for obtaining the collective views of shareholders.5 Typically opposed by management, proposals generally engender discussions on matters that companies would prefer to avoid.6 Moreover, although advisory, propos- als can impose meaningful constraints on managerial discretion.
Publication Statement
Copyright held by the authors. User is responsible for all copyright compliance.
Originally published as J. R. Brown Jr., Shareholder Proposals and the Limits of Encrypted Interpretations, 63 Vill. L. Rev. 35 (2018).
Recommended Citation
J. R. Brown Jr., Shareholder Proposals and the Limits of Encrypted Interpretations, 63 Vill. L. Rev. 35 (2018).