The shareholder proposal process is a tool of corporate governance meant to enhance the decision-making of the board of directors—the ultimate decision-making authority in a corporation. Corporate law takes such a board-centric approach because the channeling of information into a centralized, hierarchical authority allows for the efficient management of a large organization. Given this sensible theory, it is clear that the board, guided by senior management, has the greatest potential for efficient decision-making, not shareholders or other stakeholders.
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