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All excellent points. As a random company moves from being active-investor-owned to passive-index-find-owned, what corporate governance mechanisms are there in place as far as board structure and management compensation? Feels like the management is getting a blank check with no one else being in charge.



I'm pretty sure Vanguard has a standard "good governance" policy that controls how they vote their shares.


The much hated, not much understood, legal obligation for CEOs to always act in the interest of shareholders comes as a result of just the situation you describe.

It's called the Principal-Agent problem IIRC.


It would be nifty if there were a proxy mechanism whereby index fund shareholders could vote their underlying shares. It's technologically feasible, I have no idea if there are any legal hurdles, or if it's simply something no funds have bothered to implement yet.


The issue here is that in order to intelligently vote such shares, passive investors would need to invest time and effort to understand how board members voted, what their interests were, etc. What percentage of passive investors are going to make that kind of effort?


They could also rent out the voting rights to the highest bidder. (Just like you can already rent out your shares to shorters.)


I wonder why you think it's an issue. I cannot imagine passive investors would be required to vote their shares, any more than anyone else is.




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