Chapter 35 Takeovers and Shareholder Rights

Under both state and federal law, a shareholder can generally revoke a proxy at any time.

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Under both state and federal law, a shareholder can generally revoke a proxy at any time.

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Controlling shareholders have no fiduciary responsibility to minority shareholders.

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Matt, a shareholder, can run for director by simply placing his name on the company's proxy statement.

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A corporation is required to have at least one class of stock with voting rights

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A proxy is a vote that is mailed in, like an absentee ballot

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A derivative lawsuit is filed by a shareholder of the corporation if their own rights have been harmed

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Larry has owned 25k of stock in E-prise, Inc. for the past 18 months. Under SEC rules, Larry can require that one proposal be placed in the company's proxy statement to be voted on at the shareholder meeting

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the NYSE and NASDAQ both require that the members of the nominating committee be independent directors who are less likely to simply go along with whatever the CEO wants.

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Minority Shareholders have no right to overturn an ordinary business transaction between the corporation and a controlling shareholder.

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