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ü Shareholder powers include approving all fundamental changes to the corporation:
Amending articles of incorporation or bylaws.
Approval of mergers or acquisition.
Sale of all corporate assets or dissolution.
ü Shareholders also elect and remove the board of directors.
ü Shareholders’ meetings must occur at least annually. Voting requirements and procedures are:
Quorum of shareholders owning more than 50% of shares must be present to conduct business;
Shareholders may appoint a proxy or enter into a voting trust agreement.
ü For special shareholder meetings:
Notice and time of meetings must be sent in writing to each shareholder within a reasonable time ahead of the meeting.
Notice must state reason for meeting and only deal with this matter.
ü Common shareholder entitled to one vote per share.
ü Articles and by-laws can exclude or limit voting rights of certain classes of stock.
ü Quorum must be present -- shareholders representing more than 50% of outstanding shares must be present.
ü Shareholders may vote on resolutions.
ü Need majority present for most resolutions.
ü Need a “super majority” (e.g., 67%) for important matters: sale of assets, etc..
ü Voting lists by corporate secretary contains record of stock ownership. [Cut off date 70 days ahead of action (notice, dividends, etc..)]
ü Methods of Increasing Minority Shareholder Power Within the Corporation:
ü Cumulative Voting allows minority shareholders to get a board member elected.
ü x # to be elected x shareholders # of shares = shareholder can cast them all for one board nominee.
ü Shareholder Voting Agreements.
ü Voting Trusts—Trustee votes the shares.
ü Proxies and Shareholder proposals under Securities and Exchange Commission Rule 14a-8:
ü Proxy solicitation must include proposals which will be discussed at the meeting.
ü Shareholders who own $1,000 worth of stock may submit their own proxy solicitations.
ü Company does not have to include shareholder proposals which relate to “ordinary business operations.”
Rights of Shareholders
ü Shareholders have the right:
To have a stock certificate.
To purchase newly issued stock.
To dividends, when declared by board.
To inspect corporate records.
To transfer shares, with some exceptions.
To a proportionate share of corporate assets on dissolution.
To file suit on behalf of corporation.
Дата добавления: 2015-09-15; просмотров: 3; Нарушение авторских прав