For issuesredirectorsand shareholders

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Unformatted text preview: conflicting interests be resolved? How should priorities be determined? Who should make final decisions? Copyright 2013 Copyright 2013 Blair­Reform Proposals: Corporation Law One share ­ one vote each common share ­ equality re. Div., distribution, redemption, tender or exchange majority vote of shr. for material fin. changes, disposition of assets, excessive debt, greenmail, parachutes. Copyright 2013 Copyright 2013 Majority vote of shs. For issues re: directors and shareholders Majority vote to change state of incorporation Non­voted shares not presumed to be for management Repeal corporate consistency laws so not to undermine ‘business judgement’ rule for takeover decisions Reform Proposals: Shareholder Voice Corp. pay for ‘shareholder communications’ Register dissatisfaction Special access for large or long term shareholders – – – – no staggered boards publish critique in proxy nominate directors call special meetings Director meet large holders ­ ‘Shareholders relations com.’ Entire board elected annually Copyright 2013 Copyright 2013 Confidential proxy vote Cumulative voting – voice for minority holders ...
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