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96 S. Cal. L. Rev. 881 (2022-2024)
Voting Rights in Corporate Governance: History and Political Economy

handle is hein.journals/scal96 and id is 945 raw text is: VOTING RIGHTS IN CORPORATE GOVERNANCE: HISTORY AND POLITICAL ECONOMY SARAH C. HAAN* ABSTRACT Political voting rights have become the subject ofsharp legal wrangling in American political elections and the focus of headlines and popular debate. Less attention has focused on American corporate elections, where something similar has been happening: the last two decades have witnessed significant unsettling of basic shareholder voting rights, including laws and practices that were mostly stable throughout the twentieth century. Today, shareholder voting rights are influx and, increasingly, in controversy. This Article connects the current moment of instability to the last significant era of change in shareholder voting rights-the nineteenth century and brings historical context to a new era ofdynamic change. A small but potent literature has explored the historical evolution of nineteenth-century shareholder voting rights in corporate law, establishing that per-share vote allocations changed significantly over that century. This literature, which focuses on the shift from democratic vote allocations (one-person-one-vote and restricted voting) to plutocratic voting (one- share-one-vote), has treated vote allocations as the exclusive determinant of shareholder voting power. The literature has raised as many questions as it has answered, and it ultimately has failed to produce agreement among scholars or a cohesive narrative to explain how or why the modern frameworkfor shareholder voting rights emerged. This Article presents an alternative account of transformations in * Class of 1958 Uncas and Anne McThenia Professor of Law, Washington and Lee University School of Law. For their thoughtful feedback on drafts of this article, the author thanks Eric Hilt, Andrew Jennings, Elizabeth Pollman, and Jonathon Zytnick, and the faculties of Brooklyn Law School and the University of Houston Law Center. She is grateful to Alexander Keyssar for his generous insights, and to the editors at the Southern California Law Review for their superb editing. 881

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