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Shareholders Voting Powers

Jones Day

Controlling Stockholder Exercising Voting Power as Stockholder to "Change the Status Quo" Owes Fiduciary Duties

Jones Day on

The Background: After unsuccessfully trying to convince the special committee not to implement a plan to liquidate a business line, which the controlling stockholder believed would destroy value, the controlling stockholder...more

Dechert LLP

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

Dechert LLP on

In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Proposes Amendments to Shareholder Reporting Rules, Affecting Schedule 13D/G Filers and Impacting Section 16(a) Reporting

Rule amendments, if adopted, would substantially shorten filing deadlines for initial and amended Schedules 13D and 13G, as well as increase the number of securityholders required to file Section 16(a) reports (Forms 3, 4,...more

Allen Matkins

Voting Rights Versus Voting Power - A Distinction With A Difference?

Allen Matkins on

Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting.  That statute requires that all shares of any one class have the "same voting, conversion and redemption...more

Allen Matkins

Stockholder Tenure And Voting Rights

Allen Matkins on

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange. The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power...more

Allen Matkins

A House Divided Without Provision For A Provisional Director?

Allen Matkins on

This week, I have been writing about Section 308 of the California Corporations Code. Subdivision (b) of the statute authorizes the Superior Court to appoint one or more provisional directors when "the shareholders of a...more

Allen Matkins

In California, Even Infants Can Vote!

Allen Matkins on

The 26th Amendment to the United States Constitution provides: "The right of citizens of the United States, who are 18 years of age or older, to vote, shall not be denied or abridged by the United States or any state on...more

Allen Matkins

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

Allen Matkins on

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

Sheppard Mullin Richter & Hampton LLP

Final Section 336(e) Regulations Allow Step-Up in Asset Tax Basis in Certain Stock Acquisitions

Final regulations were issued last month under IRC Section 336(e). These regulations present beneficial planning opportunities in certain circumstances....more

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