In Print: Volume 85: Number 5
The Majority-Voting Movement: Curtailing Shareholder Disenfranchisement in Corporate Director Elections
By Joshua R. Mourning
85 Wash. U. L. Rev. (2008)
The term “corporate governance” means simply “the system by which companies are directed and controlled.” But the contours of the topic are much more complicated. A fundamental debate among corporate-governance commentators is the extent to which shareholders should participate in the process. This debate has continued since 1933, when Adolf A. Berle, Jr. and Gardinier C. Means’s famous book, The Modern Corporation and Private Property, predicted the problems inherent in the control structure of the corporation-where investors provide capital to corporations and get virtually no say in how that capital is employed.