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The unaffordability of prescription medications remains an issue of moral and practical importance. The unfortunate choices foisted upon patients, families, and governments are well known. Much has been written about various Congressional and state-level reforms. Considerably less attention, however, has been directed at corporate governance tools at the intersection of drug-pricing controversies. A focus on corporate governance as opposed to innovation policy, price or federal payer regulation reveals a distinct and pressing set of questions about the dynamics between shareholders, officers, and directors: What role do, or can shareholders play in driving or curbing drug-pricing controversies? Shareholder activism and access to medications have been understudied. This article addresses this gap through consideration of shareholder resolutions. When prescription drug prices are challenged, drug manufacturers and commentators often respond by noting obligations to their shareholders. High drug prices are, the argument goes, what the economic realities of for-profit enterprises require. Yet, while shareholders are not monolithic, some have voiced concern that high prices have troubling implications for patient access as well as generate long-term investment risks. Drug-pricing practices purportedly in the service of providing shareholder value are also, arguably, generating considerable shareholder risks due to increased regulatory scrutiny. Thus, several groups have submitted shareholder resolutions to drug manufacturers regarding drug-pricing. This article investigates these resolutions. It examines the different strategies deployed and analyzes the prospect for shareholder resolutions to serve as a vehicle for reform in the public interest.
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