ABSTRACT

An argument that will inevitably be made against the proposal for mandatory shareholder committees is that they would impose an unnecessary and unwelcome cost upon companies for very little benefit. The majority of resolutions for the establishment of shareholder committees are rejected, particularly when the proposal is to establish a shareholder committee in a large public company. The shareholder committee proposal would be more favourable to shareholders than the existing model. The result of having a widely dispersed group of shareholders in modern corporations is that it becomes very difficult, both in terms of practicalities and in terms of cost, for individual shareholders to be actively involved in keeping the board and management accountable. To the contrary, the ongoing theme in corporate law discourse has been the need to increase the accountability of management to the corporation’s shareholders.