Too Many Notes and Not Enough Votes: Lucian Bebchuk and Emperor Joseph II Kvetch about Contested Director Elections and Mozart’s Seraglio

Abstract

Professor Lucian Bebchuk argues that U.S. public corporations should adopt a default rule requiring elections every two years in which shareholders have access to the corporate ballot and the power to replace all directors and in which candidates who receive a significant number of votes are reimbursed for the expense of launching a corporate election campaign. His proposal raises the intriguing question of whether shareholder interests would be better served under this proposal than under the admittedly anemic system of shareholder democracy that currently characterizes U.S. corporate governance.