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California And The “Entitled To Vote” Standard

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was “the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled to vote on such matter”.  While this statement was consistent with the voting standard enunciated in…

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Representing Others Before The SEC

Not too long ago, I wrote about the Shareholder Rights Project (SRP) at Harvard Law School, noting that the SRP’s website and correspondence to the Securities and Exchange Commission explicitly stated that the SRP was “representing and advising” third persons that it referred to as “clients”.  Not being sure what this representation and advice might entail, I…

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Numera Senatum! Broker Non-Votes And The Quorum Problem

In ancient Rome, the Senate could not conduct business unless a quorum was present. A senator wishing to delay action by the Senate could demand a quorum count by demanding “numera senatum!,” meaning count the house. The Romans didn’t invent the idea of the quorum. Before the Romans, the Athenians imposed a quorum requirement on…

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Approval By The Outstanding Shares – When California’s Default Rule Doesn’t Apply

My posts this week have been dedicated to voting issues.  On Monday, I wrote about California’s default rule for shareholder action – California Corporations Code § 602(a).  This is a default rule because it is subject to a greater vote requirement imposed by the General Corporation Law or the Articles of Incorporation.  In numerous cases, the…

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