SMU Law Review


The SEC’s recent staff roundtable on the proxy process and its resulting guidance, interpretation, and proposed rules has made shareholder voting the most prominently debated corporate governance issue of recent times. The number of comment letters submitted to the SEC has been voluminous and includes eight submitted by this Article’s author. Yet, the author doubts many of the writers of these letters, except in the context of their political agendas, have really thought deeply about the role shareholder voting plays in the governance of corporations, the collective action problem imbedded in such voting (and how it needs to be managed), the inability of proxy advisors to solve the collective action problem, the objective of shareholder voting, and how and when shareholder voting creates value. This Article is dedicated to filling the gap in the collective understanding of shareholder voting.

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