Essay 1

Question 1

Who is entitled to vote at an annual shareholders meeting?

Answer 1

Only shareholders of record
2) on the record date

Question 2

What does a record date determine?

Answer 2

It determines who may vote at a particular share holder meeting.
“namely, those persons who were registered as shareholders ‘of record’ on that date.”

Question 3

If Zach bought the shares of Amy after the record date, what does that mean?

Answer 3

Zach does not have the right to vote as he purchased after the record date

Question 4

How could Amy have given Zach the ability to vote at the share holder meeting even after the record date?

Answer 4

If Amy had given Zach a legally binding proxy with the shares.

Question 5

Generally, what is a share holder proxy?

Answer 5

Revokable.

Question 6

What will revoke a proxy?

Answer 6

Any action taken inconsistent with the proxy.

Question 7

How did Brian revoke his proxy to dell?

Answer 7

He went to the meeting and voted, which effectively revoked Dell’s proxy.

Question 8

How can a proxy be irrevocable?

Answer 8

1) written promise not to revoke on appt form/electron transmission +
2) is coupled with an interest (supported by consideration) (Contract)

Answer 9

Irrevocable proxy is illustrated in the case of Haft vs Haft. The CEO of the company and a controlling shareholder of the company induced his son to become the company’s President and COO. The father transferred a controlling block of stock to the son, in exchange for the grant of a lifetime irrevocable proxy to vote the stock.

Later, there was a dispute on the composition of the board of directors and the validity of an option to buy back the shares held by the son. In reaction, the son revoked the father’s proxy. When the case was presented before a Delaware court, the court ruled that the proxy was enforceable, and the father’s interest in the stability of his position as the CEO appeared as an interest to support irrevocability under the Delaware statute.

Question 10

Who may attend and vote at an annual shareholder’s meeting?

Answer 10

Any share holder of record may vote/attend the meeting. Unless they’ve given an irrevocable proxy over shares

Question 11

In counting share holder votes, what shares are entitled to vote at the meeting?

Answer 11

Each outstanding share

Question 12

What are shares that are reaquired by a corporation considered?

Answer 12

AKA Treasury shares – Authorized but not outstanding so they are not eligible to vote at a share holder meeting.

Question 13

If a bylaw provision conflicts with an article of incorporation, what result?

Answer 13

The bylaw provision is void.