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California And The "Entitled To Vote" Standard

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was "the affirmative vote of the majority of the shares represented at the Annual Meeting and entitled...

abstentions, articles of incorporation, Bylaws, Corporate Governance, entitled to vote, Section 204(a)(5), Section 602, votes cast

Continuing Confusion About Shareholder Approval Requirements

I continue to read confused statements in proxy statements about the vote required for shareholder action.  The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law:

In all matters other than the...

abstentions, Corporate Governance, dgcl, entitled to vote, Section 216, section 602(a), stockholder approval, votes cast

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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