A:

The 21st century has seen a rapid increase in shareholder activism, such as the general awareness, involvement and influence of corporate shareholders on corporate governance. Markets in North America and Europe have seen more turnover with boards of directors, the members of which are subject to shareholder votes, solicitation of votes and legal action.

Individual shareholders who do not possess large share price influence, or less than 1% of outstanding shares for example, must mobilize others to have real strategic influence. However, the collective of shareholders can exert significant influence to bring about desired changes in the direction of the firm in both the short- and long-term.

In the 2012 Harvard Law School Corporate Governance Symposium, the HLS reported that markets "continued to see shareholders making their voices heard" and that there is a "growing perception that we are, and have been for several years, experiencing a potentially fundamental shift in the balance of authority between boards of directors and shareholders."

The Rights of Shareholders

Company stock represents a partial ownership, and all common stock comes with voting rights and access to shareholders meetings. In the United States, any group comprising more than 3% of a company's stock is allowed to put its nominees for board seats on the annual proxy ballots sent to all shareholders.

Shareholders vote on by-laws, the number of members of the board and the sale of company assets and can add restrictions on the types of business engaged in by a corporation.

The Responsibility and Responsiveness of Directors

Courts have traditionally ruled that a corporate board of directors has responsibility to the corporation, not individual shareholders. However, this distinction is not always significant.

Directors are made most responsive through two mechanisms: proxy votes at shareholder meetings and movements in the price of company stock. If a single director misbehaves or underperforms, he may be voted out of his job. If shareholders are truly dissatisfied, they can sell their stock and drive down the price.

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