The winds of change that brought President Barack Obama into office will soon blow through US boardrooms. Unfortunately, executives are not welcoming this as a breath of fresh air but see it rather as a dangerous intrusion into their affairs. Storm clouds are gathering at the US Business Roundtable, while the US Chamber of Commerce and Republican commissioners on the Securities and Exchange Commission are straining to hold back corporate governance reforms that will tip the balance of power away from managers to owners – the shareholders.

The financial crisis exposed many boards as weak and incompetent. If boards failed to exercise effective oversight, why did shareholders not simply replace them? The answer is that US law and practice make it an uphill struggle for shareholders who want to hold boards to account.

Typically, when a director is put forward for election, investors cannot just vote No. The “default” provisions, used by nearly half of the biggest blue-chip companies, allow shareowners only to vote in favour of management's nominees or to withhold their vote. This has allowed directors to be elected even if they do not command a majority of shareholders' support. For those willing to invest the time and effort to challenge boards, restrictive rules adopted by the SEC make it fiendishly difficult and prohibitively expensive to put forward alternative candidates.