Corporate Democracy – What It Is, What It Isn’t, and What It Should Be

2 See, e.g., Stephen Deane, The ISS Institute for Corporate Governance, Majority Voting in Director Elections: From the Symbolic to the Democratic, at 1 (noting that advocates who favor majority voting in director elections view the issue as a “question of democratic principle” and, if implemented, majority voting “would transform the current symbolic process, in which shareholders can withhold their votes but cannot vote against directors, to a democratic and meaningful election”), available at http://www.issproxy.com/pdf/MVwhitepaper.pdf; Lucian Arye Bebchuk, The Case For Increasing Shareholder Power, 118 HARVARD L. REV. 833, 850 (Jan. 2005) (arguing that U.S. corporation law should “distance itself” from viewing the modern corporation as a “purely representative democracy,” and advocating reforms that would allow stockholders to unilaterally adopt charter amendments to dictate a company’s course of action on certain governance issues and important business decisions).