1. See Lucian A. Bebchuk, ‘Letting Shareholders Set the Rules’, 119 Harvard Law Review (2006) p. 1784. For a different perspective, see Stephen M. Bainbridge, ‘Director Primacy and Shareholder Disempowerment’, 119 Harvard Law Review (2006) p. 1735; Leo E. Strine, ‘Toward a True Corporate Republic: A Traditionalist Response to Bebchuk’s Solution for Improving Corporate America’, 119 Harvard Law Review (2006) p. 1759.
2. See Recital No. 3 of EU Directive 2007/36/EC of 11 July 2007.
3. In response to the recent financial crisis, the US Congress enacted, on 21 July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Dodd-Frank Act’).
4. The more important of the two is a provision that simply gives the Securities and Exchange Commission (SEC) the power to require a company to include shareholder nominees for director along with the company’s own nominees when it sends proxy materials to all of its shareholders before its annual meeting (‘proxy access’). The second requires that shareholders be given a non-binding vote on the compensation packages of the company’s directors and top executives.
5. See Luca Enriques, Henry Hansmann and Reiner Kraakman, The Anatomy of Corporate Law: A Comparative and Functional Approach (Oxford University Press 2009), at p. 96. See infra n. 104 and accompanying text.