Shareholders Rights

Requirements for Valid Action at a Sh beholder Meeting * memorize ordinance, bylaws and articles * 1. Authority for the get together * 2. Proper notice (or waiver of notice) * 3. Quorum * 4. Required bet of votings cast in favor 1. Authority for Meeting * The see must be authorized * Look to statute(predicate) and bylaws for authorization * Annual meetings MBCA 7. 01 * peculiar(prenominal) meetings MBCA 7. 02 * Court ordered meetings MBCA 7. 03 * Who may call a special sh beholders meeting? 2. Proper punctuate * hold back MBCA 7. 05 Del. 222 * a) Must the meeting notice situate the purpose of the meeting? Annual meeting MBCA 7. 05(b) * Special meeting MBCA 7. 05(c) * demean A moment of provisions in the applicable breadbasket statute will contain special notice provisions. carry out, e. g. , MBCA 10. 03(d) * b) Who is entitle to notice? * by and large only shareholders entitled to pick out MBCA 7. 05(a) * only shareholders on record ensure MBCA 7. 07 Del. 213 * Note In some cases shareholder who are not entitled to vote are entitled to notice. chance, e. g. , MBCA 10. 03(d) & 11. 04(d). * c) What about electronic notice? * See MBCA 1. 1(c) Del. 232 * d) stub notice be waived? * Notice (or a defect in a notice) may be waived expressly or by liaison in the meeting. See MBCA 7. 06 Del. 229 * e) What notice is inevitable in the case of an adjourned meeting? * See MBCA 7. 05(e) 3. Quorum Requirement * See MBCA 7. 25(a) Del. 216 * a) Can a greater or lesser quorum be authorized? * See MBCA 7. 27. The articles of in good deal may bid for a greater than majority quorum * See MBCA 7. 25 Official ex placement 5 (lesser quorum) * Compare Del. 216, which also permits the bylaws to vary the quorum requirement * Why would a corporation permit a lower than majority quorum? * b) Can shareholder, by withdrawing from a meeting, break a quorum? * See MBCA 7. 25(b) (no) * Not all corporation statutes (e. g. , Del. ) address this issue * in that respect is some case law contra to the position adopted by the MBCA 4. Required Number of Votes * Traditionally the required issuance of votes is a majority of those present in person or by proxy. See Del. 216 * The rewrite Model Act takes a different approach. See MBCA 7. 5(c) * What is the difference between the Del. approach and the MBCA approach? * What about choices of directors? * The trend is to only require a plurality of votes cast. See MBCA 7. 28(a) and Del. 216 * What is additive voting for directors? How does it par with straight voting for directors? * See MBCA 7. 28(c) Del. 214 * What are the advantages of cumulative voting? * What are the possible disadvantages of cumulative voting? * Only a small nonage of states require cumulative voting * Of those that permit cumulative voting, most (including the MBCA and Del. are opt in statutes * Why does the MBCA require notice before cumulative voting is permitted? * How valuable is cumulative voting? * a) Can the amount of votes required for shareholder effect be increased? * See MBCA 7. 27 and Del. 216 * Del. allows supermajority voting requirements to be placed either in the certificate or bylaws * b) several(prenominal) types of shareholder action find special voting requirements * Some types of action require a majority of the votes entitled to be cast. See, e. g. , MBCA 10. 03(e) * Non-voting shareholders may have statutory right to vote on some things.See Del. 351 * IT IS IMPORTANT TO learn THE STATUTE What about meeting minutes? * Is a meeting validated without minutes? Supermajority Quorum or Voting Provisions * The ability to raise quorum and vote requirements provides a tool that may be used to protect minority shareholders * Use of this tool increases possibility of shareholder deadlock * Is deadlock ineluctably bad? Determining Who is Entitled to Vote * How does a corporation image who is entitled to vote (and to notice)? * See MBCA 7. 07 * What about bene ficial owners? * See MBCA 1. 40(22) and Del. 219(c) * See also MBCA 7. 23. There is no equivalent Del. provision Proxy Appointments * Does a shareholder have to be present in order to vote? * See MBCA 7. 22 and Del. 212 * Why is a proxy appointment in general only valid for a limited period of time? * MBCA (11 months) Del. (3 years) * When is a proxy appointment revocable? * Generally this is a question of commission law * The MBCA has a detailed provision on revocability * A number of problems can arise from the use of proxies. One is that of conflicting proxies * Is an e-mail, telegraphic or facsimile proxy valid? See MBCA 7. 22(b) Del. 212(c) & (d) * While the typical corporation statute does not impose significant requirements as to the form of a proxy, the due south proxy rules do impose requirements for publicly held corporations * See SEC Rule 14a-4, suppl. p. 1671 Conduct of the Meeting * The Revised Model Act presently intromits some rules governing the conduct o f a shareholder meeting. * See MBCA 7. 08 * There is no comparable Del. provision * The bylaws of a Del. corporation may include provisions similar to the rules in the MBCA. Cf. sample bylaws, suppl. . 1117 Election Inspectors * The Revised Model Act and the Del. Act require some corporations to have election inspectors and set out the duties of such inspectors * See MBCA 7. 29. See also Del. 231 * In other corporations, the bylaws may provide for election inspectors Action by pen Consent Without a Meeting * Do you have to have a shareholder meeting? * Action may be taken by signed written consent without a meeting * See MBCA 7. 04 and Del. 228 * Notice may be required to nonvoting shareholders or, in Del. to non-consenting shareholders * Read the applicable statute * Can the written consent procedure be used in publicly held corporations? * Why or why not? * Can a written consent be revoked? * See MBCA 7. 04(b) Welcome to the 21st hundred To what extent may electronic forms of communication or participation be used? * Can notice be given electronically? MBCA 1. 41(c) Del. 232 * Can a person participate in a meeting without organism there? Del. 211(a) MBCA 7. 09. * Can a meeting occur completely in cyberspace? Del. 211(a)