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Abstract

The role of shareholder voting in preserving or challenging the board’s presumption of authority raises many policy questions. Regardless of which side of the debate you support, you must acknowledge that the voting behavior of retail investors plays a role in determining the balance between authority and accountability. The Retail Investor Voting Instructions (RIVI) is designed to mobilize the retail-investor vote by reducing information costs for retail investors and providing them an informed, albeit indirect, basis on which to vote their shares. The RIVI could serve either to preserve board authority or challenge it, depending on how we design and implement it. Because the RIVI will mobilize the retail-investor vote better than any effort by the SEC or any current voting heuristic retail investors might choose, it will more effectively serve our policy goals, whatever they might be.

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