Empowering Shareholders, or Overburdening Companies? Analyzing the Potential Use of Instant Runoff Voting in Corporate Elections
ABSTRACT
In the corporate context, shareholder proxy access and short-slate elections of directors have been praised by proponents of shareholder rights for their ability to give minority shareholders greater say in the control of corporations. In the political world, Instant Runoff Voting has been championed as a means to give voters a more fair opportunity to have their voice heard, all while lowering costs of subsequent runoff elections and minimizing the dominance of the two-party political system. This Note explores the history and legal challenges of Instant Runoff Voting in the political arena and explains how this voting system could be combined with short-slate elections to give minority shareholders a voice on the board of directors. This Note also explains the potential pitfalls of instituting Instant Runoff Voting for the election of corporate directors, including increased costs and voter confusion. Finally, this Note proposes that Instant Runoff Voting, while impractical for large corporations, may be well-suited for use in smaller and close corporations.
AUTHOR
Doctor of Jurisprudence, May 2015, Vanderbilt University Law School. B.S. Mathematics, 2012, University of North Carolina at Chapel Hill. I am grateful for the Vanderbilt Law Review’s patience and flexibility in publishing this note. I most want to thank my wife, Elizabeth, for encouraging me to publish and for her help throughout these last six months. Without her unyielding support and steadfast faith in the words of Romans 5:3-5, I would have given up on my goal of publishing long ago.