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Unformatted text preview: conflicting interests be resolved?
How should priorities be determined?
Who should make final decisions?
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’
Special access for large or long term shareholders
– – no staggered boards publish critique in proxy
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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- Winter '14