Indiana Law Journal

Document Type


Publication Date

Summer 2018

Publication Citation

93 Indiana Law Journal 757 (2018)


In this Article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders to control and monitor top management. Given the agency problem between the board of directors and the shareholders, outside directors can be captured by management, thereby leading to inadequate checks on management. The evidence presented in this Article shows that outside board members do not exercise sufficient controls on management even when management has gone awry. To solve this agency problem, we propose increasing the power of the principals: make shareholder resolutions binding on management, require a one share, one vote rule to increase the voting rights of shareholders, give the shareholders the ability to directly nominate and/or actively vote against board members, and decrease shareholders’ barriers to exercising these rights by creating corporate platforms for beneficial owners to register and vote their shares.