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| “Do you know anyone that wants to be a director?” |
Here's irony number one. In that supposed bastion of shareholder democracy, the US stock market, even a large shareholder cannot submit a simple proposal to nominate a slate of directors and get that proposal inserted in the proxy materials. To meaningfully nominate a slate, an investor will usually have to mount a costly proxy solicitation contest. So costly, in fact, that more than 99% of the board slates proposed incumbent boards are completely uncontested. In other words, 99% of the time there are no alternative candidates, just like elections in North Korea.
Yet, thanks to pressure from the market, Sarbanes-Oxley and the listing criteria of the stock exchanges, a great many of the directors of US public companies are independent of management to a large degree, and the nation has built up case law and best-practice customs that...