Much has been said about shareholder rights to exercise their views. But companies are not democracies and management has enormous power to get its way when it comes to pulling in votes for issues like stock option plans, equity grants and giving mergers the go-ahead.

How big a problem? Check a study by Yair Listokin, an associate professor of law at Yale.

Listokin identifies irregularities in the way votes are distributed, irregularities that are highly unlikely to be a matter of chance. When it comes to a close vote, management is more likely to win than not and Listokin suggests the chances of that happening are less than one in a billion.

He is not suggesting foul play. It's more a case that management and the boards of directors hold all the cards.

His paper, Management Always Wins the Close Ones examined collected votes in over 2700 companies including those in the Fortune 500 and S&P 500. The database included 16,099 management sponsored proposals and 2795 shareholder sponsored proposals.

The votes weren't always close but when they were, an interesting trend emerged. In one piece of analysis, 47 votes received between 50 and 51 per cent of the vote but only 5 received between 49 and 50. Similarly, 28 votes received support levels between 50 per cent and 50.5 per cent, while only two received support between 49.5 and 50. As Listokin says, the chances of that happening anywhere else are very remote.

He says the results are skewed because management holds all the aces.

"A simple, but incomplete explanation for these results is that management campaigns heavily in close elections, using corporate investor relations departments as well as proxy solicitors to target undecided voters and convince them to vote management's way. As one industry participant put it, management "beats the bushes" to find the necessary votes...Another (related) explanation for the discontinuity at 50 per cent is that management targets non-voting shareholders who are likely to vote in management's favor whenever management perceives that a vote is close."

Apart from selective campaigning, he says management can also engage in "vote buying" where they offer some voters money or other inducements in exchange for their vote on a closely contested issue.

The problem with this is that it would discourage shareholders from making a stand on important issues. And it means that voice of shareholders isn't worth that much.