Elements of Shareholder Democracy

This chapter begins with a discussion of the origins of corporate power. Shareholders are often considered the owners of the corporation. However, this is questionable in an economic and social, if not a legal, sense. In fact, the position of shareholders in many legal systems is confined to that of mere investor who acquires cash flow rights, but has minimal (and only indirect) influence on business operations through the election of directors. Where shareholders (or, for that matter, directors) have the power to decide, the law needs to ensure that they do not abuse their position of power to the detriment of corporate actors bound by the decision without being able to influence it. The chapter then covers the limits of corporate power, shareholder decision-making, and the appointment and removal of directors.