Assuming all the votes cast in an election are accurately
tallied, the pronouncement of the winner would seem to be straight-forward.
What it means to have won, however, is considerably more complex. Specifically,
is winning getting over 50% of the vote, or should a mere plurality of, say,
38% suffice? It could be argued that a super-majority of 60% or two-thirds is
necessary for there to be a discernible will of the people behind the winner.
To claim that 51% represents the will of the people seems a bit of a stretch,
since almost half of the voters cannot be considered to be of that will. Typically,
much is read (or projected) into the 1% over the 50% in terms of a mandate. All
of a sudden, 51% of the voters become “the people.” Certainly a winning plurality of 38% cannot
be said to stand for or represent the will of the people, for 38% is a minority
in the total votes cast. Yet in Delaware’s corporate law, which is binding for
most American corporations, a mere plurality is sufficient for a candidate to be
elected to a board of directors. While this arrangement is not ideal, it is a
legitimate basis even if some stockholder activists beg to differ.
The full essay is at "Corporate Governance as Anti-Democratic?"
