The board of directors in companies
Boards of Directors are required for corporations by nearly all jurisdictions.  Some jurisdictions have almost self-defeating requirements however, such as in tax havens. Boards of Directors are compensated by the company for which they sit.  Historically, they have set their own compensation almost always with tight qualitative legal bounds, but in the US, that has now changed, so investors now set Director compensation.  Directors are typically not given wages or salary for work but compensation for expenses.  For larger companies, this is semantics since compensation averages around one quarter of a million of USD. Regulations almost always proscribe agencies such as other corporations from sitting on boards and individuals convicted of serious crimes as well.  Some jurisdictions will even restrict directories to other qualities such as solvency. While directors are elected by shareholders, their obligations are normally to the company, and each jurisdiction has its own set of rules for this.  Almost always, directors are forbidden from selling access to their votes. Directors are almost always elected by holders of voting stock after a well-publicized announcement and extended time period. Investors are almost never restricted from sitting on a board so long as they meet the requirements described above.
The holders of the shares have to agree to sell them to management in a share repurchase.  Typically, share repurchases are done in the open market, causing market activity to increase the share price marginally.  This is how the company returns the value to shareholders.  The company could also negotiate a price with a mutual fund, or founder, for a large block.     If they get close to the point of purchasing all outstanding shares, this would be exactly the same as the management of the company taking the company private, buying out all existing shareholders.   To prevent a single holdout from keeping say the very last share for one million dollars or the like on the open market, they would generally propose to the board of directors the buyout terms with a price per share, and most corporate charters are written such that the directors' vote binds minority shareholders to buyout or merger decisions.  Michael Dell famously took Dell Computer private in 2013, raising external money to offer a fair price to the board, which accepted it, letting him take it back to private status. In reality, shareholders have very few rights other than the right to profits and the right to vote on a board.  In general, a proxy fight to replace the board is complicated and expensive, so unless the interested parties buy close to 50% of the shares it's unlikely to be successful.  Furthermore, a lot of the shares are held by insiders and institutions.    I suppose if a large group of shareholders got together and demanded this, the existing directors may listen and give in to avoid unhappy shareholders being a general annoyance.  That seems pretty unlikely unless the stake gets large.  There's a great episode of NPR Planet Money [board games](http://www.npr.org/sections/money/2017/07/19/538141248/episode-594-board-games) which talks about one man's struggle to get the company to take some action. SEC forms are required when declaring insider activity.  An insider is defined by the SEC to be a person or entity which (i) beneficially owns 10% or more of the outstanding shares of the company, (ii) is an officer or director of the company, or (iii), in the case of insider trading, does so based on knowledge which is not otherwise publically available at the time.  At any rate, the person or entity trading the stock is required to file certain forms. Form 3 is filed when a person first transitions into the status of an insider (by becoming an officer, director, or beneficial owner of a certain percentage of stock). Form 4 is filed when an existing insider trades stock under the company's symbol. Form 5 is filed when certain insider trades of small value are reported later than usual. *More information can be found at the SEC's website. Another possibility is that a large number of options or derivatives were exercised by an officer, director, or lending institution.  In the cases of officers or directors, this would need to be declared with an SEC form 4.  For an institution exercising warrants obtained as a result of a lending agreement, either form 3 or 4 would need to be filed. In addition to the above possibilities, username passing through pointed out a very likely scenario in his answer, as well. "I am doing an assignment for a finance class, and I am writing a recommendation for a specific capital structure. One of the concerns brought up by the ""board of directors"" was interest coverage, so in my addressing that topic in my report, I want to compare to competitors. The interest coverage ratio under this capital structure that I'm choosing is 11.8 and the two competitors we are given information on are Company A (who has an interest coverage ratio of 6.67) and Company B (who has an interest coverage ratio of 11.25). It seems good, but my concern is that I may be missing something, as Company A is similar in size (in terms of sales) to the company I am writing a report for while Company B has ~50 times more sales than the company I am writing a report for.   Advice, things to consider as I move forward?" Many times, specific CEOs are hired by the board in part because the board members will also at times in the future possibly be in the running to be the CEO of a company, and the previous CEO's they voted for in may wind up being on the board of the company they want to be CEO of. So one hand makes damn sure it's washing the other.  It's a very incestuous process and not uncommon for CEOs of one company to be sitting board members on another. The person holding the majority of shares can influence the decisions of the company. Even though the shareholder holds majority of the shares,the Board of Directors appointed by the shareholders in the Annual General Meeting will run the company. As said in the characteristics of the company,the owners and the administrators of the company are different. The shareholder holding majority of the shares can influence the business decisions like appointing the auditor,director etc. and any other business decisions(not taken in the ordinary business) that are taken in the Annual General Meeting. "If you swap the word ""shareholder"" for ""investor"" I think it helps clarify things. If you owned 51% of the company you'd get to say what to do with the cash, would you not? Managers are smart and successful, but ultimately just employees. Companies are beholden to their shareholders.   In a more practical sense, I would think the board (representing shareholders) and the upper management would have to come up with a plan. But shareholders have the ultimate say." &gt; Board members that have fiduciary responsibilities to investors (this includes the potential for personal liability).  How often do lawsuits surrounding this even happen? How can shareholders prove in court that the CEO or whomever they are suing wasn't acting in the best interest of the company and actually have a meaningful case? There are countless badly run public companies out there and they don't get sued.