Sarah Haan Publishes Article in Seattle Law Review The article, "Delegated Corporate Voting and the Deliberative Franchise," examines a shift in the shareholder voting process that could impact wealth maximization.

By Law Communications
February 2, 2024

Washington and Lee law professor Sarah Haan has published an article in the Seattle University Law Review. The article, “Delegated Corporate Voting and the Deliberative Franchise,” examines a shift in the shareholder voting process that could impact wealth maximization as the focus of corporate governance.

“Starting in the 1930s with the earliest version of the proxy rules, the Securities and Exchange Commission (SEC) has gradually increased the proportion of “instructed” votes on the shareholder’s proxy card until, for the first time in 2022, it required a fully instructed proxy card. This evolution effectively shifted the exercise of the shareholder’s vote from the shareholders’ meeting to the vote delegation that occurs when the share-holder fills out the proxy card. The point in the electoral process when the binding voting choice is communicated is now the execution of the proxy card (assuming the shareholder completes the card without error); proxy-holders merely transmit the shareholder’s instruction as a formality. This shift is more significant than generally recognized because… it restores the potential for deliberative shareholder governance to the large, publicly held corporation,” writes Haan.

The article is available online at the Seattle University Law Review website.

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