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Thomas, Randall S.; Edelman, Paul H. --- "The theory and practice of corporate voting at US public companies" [2015] ELECD 840; in Hill, G. Jennifer; Thomas, S. Randall (eds), "Research Handbook on Shareholder Power" (Edward Elgar Publishing, 2015) 459

Book Title: Research Handbook on Shareholder Power

Editor(s): Hill, G. Jennifer; Thomas, S. Randall

Publisher: Edward Elgar Publishing

ISBN (hard cover): 9781782546849

Section: Chapter 21

Section Title: The theory and practice of corporate voting at US public companies

Author(s): Thomas, Randall S.; Edelman, Paul H.

Number of pages: 20

Abstract/Description:

In this chapter, we develop a comprehensive theory of corporate voting and its role in corporate governance. In section I, we begin by addressing why shareholders should vote, and then ask why no other stakeholders vote. We finish the first part of the paper by examining what shareholders should vote on and move on in section II to discuss the implications of empty voting for our theory. Section III examines the current system of corporate voting in the US to see how it conforms with our theory. We finish with some brief conclusions.