Traditionally, fund managers cast votes on behalf of fund investors. Recently, there is a shift toward “pass-through voting,” with funds offering investors a choice: delegate votes to the fund or vote themselves. We develop a framework to study the implications of voting choice. While it helps reflect heterogeneous investor preferences, it also shapes the informational content of the vote, and these forces can conflict. When interests are aligned, voting choice improves information aggregation and investor welfare. With preference heterogeneity or costly information, however, it can make investors worse off by weakening informed.

We explore the dynamics of venture capital (VC)‐backed startup boards using novel data on director entry, exit, and characteristics. At formation, a typical board is entrepreneur‐controlled. Independent directors join the median board after the second financing and hold a tie‐breaking vote. Their presence is particularly likely when potential VC‐entrepreneur conflicts are larger. At later stages, control switches to VCs and independent director characteristics change. These patterns align with key financial contracting theories, but also highlight unique roles of independent directors over the life cycle: mediation followed by advising. Independent directors thus represent another potential source of value‐add to startup performance.

We develop a unified theory of blockholder governance and the voting premium in a setting without takeovers or controlling shareholders. A voting premium emerges when a minority blockholder can influence shareholder composition by accumulating votes and buying shares from dissenting shareholders. Our theory reconciles conflicting empirical findings by showing that standard measures of the voting premium often misrepresent the true value of voting rights, increased conflicts between the blockholder and small shareholders do not necessarily raise the voting premium, and the voting premium can even turn negative when small shareholders free‐ride on the blockholder's trades.

We study the interplay between a “one person-one vote” political system and a “one share-one vote” corporate governance regime. If shareholders push firms for more prosocial policies, political backlash may arise, undoing these initiatives. If public policy is frictionless, shareholder democracy becomes irrelevant: the political system fully offsets shareholder influence. With public policy frictions, prosocial corporations can mitigate regulatory shortcomings and enhance corporate public goods provision. Nevertheless, shareholder democracy can hurt citizens due to the representation problem: it favors the preferences of the wealthy. Investor diversification, pass-through voting, and corporate greenwashing have important implications for these trade-offs of shareholder democracy.