Open AccessConditions of vacuous voting in the boardroom
Author(s) -
Darlene M. Andert
Publication year - 2007
Publication title -
corporate board: role, duties and composition
Language(s) - English
Resource type - Journals
eISSN - 2312-2722
pISSN - 1810-8601
DOI - 10.22495/cbv3i1art1
Subject(s) - corporation , voting , corporate governance , action (physics) , statute , foundation (evidence) , corporate law , business , law and economics , state (computer science) , law , management , political science , public relations , economics , computer science , physics , algorithm , quantum mechanics , politics
The issue of U.S. corporate governance has been approached as a management structure without regard for the non-hierarchical oversight qualities that are embedded in the legal foundation of its birth. This paper reviews the: (1) U.S. federal Model Business Corporation that unifies the individual state corporate enabling statutes; and (2) The Delaware General Corporation Law that applies to over half of the U.S. Fortune 500 companies and posits the structure of U.S. corporate governance is nonhierarchical, though practiced hierarchically. Further, it is not always the full board that creates board action, and asymmetrical communication and asymmetrical member action create the conditions for vacuous voting.