Abstract
This article explores the implications of differentiated voting—precatory, volitional, veto, and vetting—for institutional intermediaries such as mutual funds and pension funds. Building on the work of Jill Fisch and Jeff Schwartz, the piece argues that fund managers should exercise informed fiduciary judgment rather than rely on pass-through voting, which often proves impractical for retail investors. While precatory proposals on broad governance or ESG issues may allow meaningful shareholder input, director elections, bylaw amendments, mergers, and conflicted transactions require the expertise and discretion of intermediaries. Using Tesla as a case study, the article illustrates how different voting categories operate in practice and why some decisions cannot be anticipated or delegated to dispersed shareholders. Ultimately, it concludes that tailoring voting practices to the nuances of differentiated voting provides a clearer framework for balancing intermediary responsibility with shareholder democracy
Repository Citation
Usha Rodrigues,
Intermediaries and Differentiated Voting
, 26 U. Pa. J. Bus. L. 1180
(2024),
Available at: https://digitalcommons.law.uga.edu/fac_artchop/1725