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Cumulative Voting and the Protection of Minority Shareholders in the CIS Download

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The election of board members through cumulative voting is a mechanism that allows minority-shareholder representation on company boards in situations where “straight voting” would have made that impossible.

Hailed by many as a principal guarantee for investor protection, cumulative voting was introduced in the United States during the late nineteenth century as an outgrowth of political reforms.

Although popular at the beginning of the twentieth century, the usage of the system in corporations has steadily declined since the 1950s. By 1992, only six US states maintained mandatory cumulative voting; 43 states and the District of Columbia made it optional; while one state, Massachusetts, prohibited cumulative voting. Currently, most jurisdictions—both Anglo-Saxon and Continental European countries—do not provide for mandatory cumulative voting.
 

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16 Jul 2011
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