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Unformatted text preview: Shareholder list available to all shareholders Reform Proposals: Market for Corp. Control Tender offers for control must offer same price for all stock Board must present all bona fide takeoveroffers to shareholders before activating defenses Leveraged buyouts not restricted by law Bylaws should prohibit greenmail and out of voluntary anti­takeover laws Copyright 2013 Copyright 2013 Reform Proposals: Bankruptcy Encourage private workouts of debt through exchange offers Promptly determine market value of firm seeking bankruptcy & pay off by priority Repeal Ch. 11. Control would pass up from shareholders to each next higher class of claimholders who can pay bills or pass up. Senior creditors could liquidate fir their exclusive benefit Copyright 2013 Copyright 2013 Reform Proposals: Institutional Arrangements ­ Board of Directors Designate independent director or committee to communicate with shareholders ­ limit personal liability in return Large shareholders ­ Direct Board Representation Unitary board representation ­ not of particular stakeholders Directors paid in stock ­ holdings should equal 5 ­ 25% of net worth Nominati...
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