I wrote this paper to outline my thoughts concerning corporate governance and the role of the seemingly insignificant minority shareholders. Minority shareholders should be given more power in corporate governance to hold directors and officers accountable by allowing these shareholders to make proposals to be included in proxy statements, to change corporate bylaws, and to limit the ability of directors to include exculpatory provisions in the corporate charter. Informed shareholders who can make fundamental corporate changes are in a better position to hold the board of directors accountable for acts detrimental to the corporation and breaches of duties directors owe their fiduciaries. This paper suggests that the proposed changes in corporate governance will allow shareholders to hold the board accountable and prevent the board from insulating itself from liability through the use of exculpatory provisions.
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