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Shareholder voting and engagement in the US have undergone substantial changes over the last 50 years. They have moved from being relatively sleepy issues to those that trigger insomnia in even the most hardened executives. The changes in the ownership structure of US publicly traded firms are probably the most important reason for the shift, but so too are rule changes that have facilitated greater shareholder activism. This chapter explores these developments while describing the rules of the road for shareholder voting in the US by focusing on Delaware jurisprudence and changes in US federal securities regulations. It also examines recent developments in shareholder activism and engagement, potential areas of voting and engagement going forward, and recent legal changes attempting to rein in activism to some extent. There are many moving parts in the shareholder voting apparatus in the US, and where things settle is likely to be a contests and perhaps uncertain matter.


Copyright 2022 Cambridge University Press. All rights reserved. Reprinted with permission. Originally published as: Khanna, Vikramaditya S. "Shareholder Engagement in the United States." In The Cambridge Handbook of Shareholder Engagement and Voting, edited by Harpreet Kaur, Chao Xi, Christoph Van der Elst, and Anne Lafarre, 239-259. Cambridge: Cambridge University Press, 2022. DOI: