Issue spot Flashcards
Shareholder Voting Pools
Shareholders may enter into a binding, voting agreement known as a voting pool, which provides for the manner in which they will vote their shares.
Under such agreement, shareholders retain ownership of their stock and the contract may be specially enforced.
Shareholder Voting pools: Do they need to be filed with the corp and what is the time limit?
Not needed to be filed with the corporation and there is no time limit
Are voting agreements between directors enforceable?
No, each director is expected to exercise independent judgment
Shareholder Proxy Voting rule and requirements
A shareholder may vote in person or by proxy.
A proxy vote must be executed in writing and delivered to the corporation or its agent.
How long is a Shareholder Proxy voting agreement valid and is it revocable?
They are valid up to 11 months unless otherwise specified.
A proxy is revocable unless it expressly provides that it is irrevocable and the appointment of the proxy is coupled with an interestW
Whether a proxy is coupled with an interest depends on what 2 factors?
The proxy has a
- Property right in the shares
- Security interest given to him to protect from any obligations he incurred or money advanced
May a director use a proxy?
No
Does the sale or other transfer of a corporations assets require approval by shareholder or board of a transferor corporation?
No, however, asset transfers that resemble a merger may require approval by both the board of directors and the shareholders of the transferor corporation.
When are the BOD’s acts at a meeting valid?
For the board of directors’ acts at a meeting to be valid, a quorum of directors must be present at the meeting. A majority of all directors in office constitutes a quorum. Typically, the assent of a majority of the directors present at the time the vote takes place is necessary for board approval.
