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E-MailEditor’s Note: This post is from Lynn A. Stout of Cornell Law School. We also recently posted a comment letter from thirty-nine other law professors urging the SEC not to adopt any proposal that would interfere with shareholder access to the corporate ballot. That post is available here.
The Wall Street Journal recently published my op-ed, Corporations Shouldn’t Be Democracies, on the SEC’s forthcoming decision on two proposed rules governing shareholder access to the corporate proxy. As the article notes, Chairman Cox is about to cast a crucial vote on the issue, and he should vote not to expand shareholder access to the corporate ballot. The piece explains:
Successful corporations are not, and never have been, democratic institutions. Since the public corporation first evolved over a century ago, U.S. law has discouraged shareholders from taking an active role in corporate governance, and this “hands-off” approach has proven a recipe for tremendous success.
The full article is available here.
