Empowering Shareholders in Dirctors' Elections: A Revolution in the Making

Ventoruzzo Marco
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Ventoruzzo Marco: *Professor of Law, Bocconi University Law School, Milan, Italy; and Pennsylvania State University, Dickinson School of Law, University Park, PA, USA; Vice Director, Paolo Baffi Research Center; Research Associate, ECGI, Brussels, Belgium.

European Company and Financial Law Review, 2011, vol. 8, issue 2, 105-144

Abstract: A specter is haunting Corporate America – the specter of Directors' Dictatorship. In the last few years, also in the light of the financial crisis in which the world has plummeted, the concern for self-referential and unaccountable boards has gained momentum and prompted several important reforms aimed at enhancing shareholders' democracy. The reforms recently implemented or currently under consideration both at the state and federal levels might however prove to be too timid to exorcise this specter. This Article discusses the limits of the latest legislative and regulatory initiatives and advances a new, bold if not heterodox, proposal to empower shareholders and better align the composition of the board to the interests of all the owners of the corporation.

Date: 2011
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DOI: 10.1515/ecfr.2011.105

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