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...
California And The "Entitled To Vote" Standard
Posted on April 19, 2017
Continuing Confusion About Shareholder Approval Requirements
Posted on April 17, 2017
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:
