Organization Law Prof Weblog

Considering the fact that nearly all of us are considering about Election Working day 2020 (tomorrow!), I am using a instant here to replicate on discussions I lately have had with my students about parallels in political and corporate governance.  Despite the fact that latest conversations heart about the fiduciary responsibilities of people charged with governance (a subject matter that I will leave for another working day), just a number of months back, we were being centered on voting (the two shareholder and director voting).  The above photo shows me–sporting moist hair and rain-noticed, fogged-up glasses–waiting around in line to vote early past week.  I admit that though I routinely vote in political elections, I have only been to a shareholder conference as soon as, and then as an advisor to the corporation, not to really vote any shares held.  Possessing stated that, in my fifteen yrs of legislation observe, I did draft proxy components, construction shareholder conferences, and tackle concerns linked with shareholder voting.

My students are usually curious about shareholder voting and most intrigued by proxy voting.  Company governance functions are, of program, not really transparent in each day existence for most individuals.  A course masking corporate regulation introduces both new conditions to a student’s lexicon and new concepts to a student’s base of knowledge. 

Shareholder voting surely has some commonalities with political voting (for example, proxy playing cards and ballots have a equivalent “experience” to them, and both methods of voting contain elections and may well also entail the solicitation of approvals for other issues of governance and finance).  But the technique of proxy voting in the corporate globe is aware no authentic parallel in political governance, and the Electoral Higher education is familiar with no parallel in corporate shareholder voting.  Furthermore, the hullabaloo in 2020 about voting fraud in the political realm appears pretty overseas in a company room that lets people today to appoint other individuals to vote for them under the authority of a signature.  (I say this figuring out that proxy voting can be impacted by miscounts and that problems can be produced to proxy playing cards in proxy contests in the “snake pit” or “pit,” as it may perhaps be referred to more informally.)

The technique of shareholder voting sometimes appears to be a bit outdated-faculty, inspite of the arrival of electronic proxy supplies, on-line voting, and digital shareholder conferences–a sizzling subject of discussion this yr, beginning back in the spring, when many companies experienced to go to digital meetings on an unexpected emergency foundation owing to the COVID-19 pandemic (as the U.S. Securities and Exchange Commission and some others effectively regarded).  Despite the fact that shareholder voting on blockchains may be the wave of the upcoming (see my coauthored article referencing that, accessible below), present day shareholder voting mechanics still include somewhat traditional balloting and ballot tabulation.  Due to the fact shareholders can vote in particular person at the shareholder assembly (even if that could not often be completed), both electronic and handbook methods have to be offered to depend votes.  Though, when a quorum is existing, the election of directors may well be ordained prior to the assembly even begins (in particular when plurality voting obtains), the election final results cannot be released right until the voting finishes.  That transpires at the shareholder assembly.

Political voting also can seem a bit antiquated–especially with this year’s hand-marked ballots replacing digital voting equipment simply because of COVID-19.  Registered voters can forged their ballots early in many states or can vote in human being on election day.  Dependent on instances, some registered voters could be capable to vote by absentee ballot or by mail, but in any circumstance, their votes are tabulated electronically.  There are no quorum or meeting necessities.  The expected vote commonly is a plurality, which may perhaps be hard to ascertain on Election Day (depending on how many absentee ballots are obtained and when/how they are counted).  Offered the fact that a vote of the Electoral School, somewhat than the well-known vote, really elects the President of the United States (i.e., voters simply figure out the composition of the Electoral College or university), in shut presidential elections, the election outcomes could not be available on or even soon immediately after Election Day.  Therefore, when there are popular aspects to shareholder and political voting, primarily as to elections (other than those for the President), voting in corporate governance and voting in political governance predicaments can be very distinctive.

Obtaining famous these comparative and contrasting reflections on voting in the company and political contexts in honor of Election Working day, I figure out that, for several, it is hard to be impassive about Election Day and voting this year.  Students, colleagues, pals, and relatives users have expressed to me their hopes, fears, enthusiasm, and nervousness about, in particular, tomorrow’s presidential election.  No matter what the end result, some will be relieved, and some will be let down. 

As a scholar and teacher of mindfulness procedures, I am compelled to note that they can be pretty valuable in moments like these.  They can boost tranquil, regarded, dispassionate reactions and conclusion-earning, and investigate evidences they can have impacts on the mind that are correlated with strain reduction.  Of program, I endorse mindful yoga.  But meditation, breath work, aware strolling, and other pursuits through which the mind is in a position to concentrate on what is right here now, in the current moment (and not on what was or will be), can be helpful in generating a calmer condition of mind.  

Cheers to voting and mindfulness procedures!  I advocate each as Election Working day quickly ways.  And I have currently performed the voting element . . . .

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