Shareholder proposals advocating that corporations provide shareholders with the right to act by written consent in lieu of a meeting reappeared on ballots this proxy season after a hiatus of several years and have won average shareholder support of over 54%. While these proposals are nonbinding and the number of companies with such proposals on the ballot in 2010 is relatively small – a total of 16 companies, according to RiskMetrics – the level of shareholder support is striking and will likely encourage proponents to advance proposals at more companies next year.
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Boards of Directors
Delaware Supreme Court Provides Guidance on Vote Buying, Stock Transfer Restrictions, Removal of Directors and Record Holders
By Cleary Gottlieb on
On April 21, 2010, in Crown Emak Partners, LLC v. Kurz, the Delaware Supreme Court issued a wide-ranging opinion providing guidance regarding buying votes from stockholders, contractual restrictions on the transfer of stock, removal of directors and who is a record holder entitled to vote and deliver consents in respect of shares. The opinion is of interest to general counsels, corporate secretaries, participants in control contests and those involved in arrangements that may separate the voting and economic rights of an equity security.
Continue Reading Delaware Supreme Court Provides Guidance on Vote Buying, Stock Transfer Restrictions, Removal of Directors and Record Holders