When A Majority Vote May Not Suffice

The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181).  In general, the GCL requires that the principal terms of a reorganization be "approved by the...

The SEC's Has A Rule For That (Sort Of) . . .

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a...

Who Exactly Is Soliciting Proxies?

On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and forego reviewing it...

What, If Anything, Is The Matter With This Statement?

I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the matter, provided that the...

1