Cumulative voting + inspection rights Flashcards

1
Q

What does cumulative voting apply to?

A

ONLY election of directors, not fundamental corporate changes

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2
Q

Purpose of cumulative voting

A

Protects shareholders’ right to elect directors

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3
Q

Must corporations permit cumulative voting?

A

NO, but may establish in articles

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4
Q

Cumulative voting calculation

A

Shareholders are given a number of votes representing NUMBER OF SHARES THEY OWN multiplied by NUMBER OF OPEN POSITIONS FOR VOTE

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5
Q

Can cumulative votes be spread?

A

YES, OR can put all on one position

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6
Q

When do shareholder inspection rights attach?

A

May inspect corporation’s RECORDS or PERSON

through AGENT

as long as shareholder STATES PROPER PURPOSE

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7
Q

Definition of shareholder proper purpose for inspection?

A

Related to shareholder’s FINANCIAL INTEREST in corporation

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8
Q

Improper purpose for shareholder inspection?

A

To harass corporate officers

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