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Annotation In one comprehensive volume, you get all the information & guidance necessary to advise, plan, & run corporate shareholder meetings efficiently & effectively including up-to-date coverage of the latest SEC rules & regulations, recent DOL interpretations concerning institutional investors, case law developments, & emerging trends in shareholder actions. Comprehensive, authoritative, & practical, MEETINGS OF STOCKHOLDERS covers every key topic relating to stockholder meetings, from the laws & regulations to the mechanics of running the meeting, including: Selection of the meeting location Preparation of the chair & officers Creating an agenda Meeting notice requirements The right to inspect the shareholder list Statutory criteria for eligibility Preparing proxy materials Proxy eligible securities Disclosure requirements Institutional investor issues Handling shareholder proposals Personal claims & grievances Exceptions to Rule 14a-8, rules governing meeting conduct Dealing with the disorderly stockholder Voting rights of shares & stockholders Quorum, counting & reporting the vote Tabulation of proxies Action by written consent Defensive strategies to defeat shareholder consent solicitations Director removal problems And more.
"...describes the process of planning and conducting an annual shareholders' meeting for a public corporation. After discussing the general statutory basis for the meeting, the portfolio explains the legal requirements for an annual meeting and discusses various practical and logistical issues to consider before, during and after the meeting. The portfolio also examines in depth the federal proxy rules, describing the information required to be disclosed, the filing requirements, the procedural rules on shareholder proposals, and the procedural and substantive grounds for excluding shareholder proposals from the proxy materials. The portfolio also discusses the role of proxy solicitors and other third parties who are involved with annual meetings"--Page iii.
Excerpt from Annual Meeting of Stockholders: Fayetteville, N. C., October 1st, 1891 The Stockholders of the Cape Fear & Yadkin Valley Railway Company met this day in the Town Hall in the Town of Fayetteville, as provided for by the By-Laws of the Company. On motion of President Lash, Jno. W. Scott, of Moore County, was appointed Chairman and Jno. M. Rose, exofficio Secretary of the meeeting. Dr. D. W. C. Benbow and J. M. Vaughn, with the Secretary, were appointed a Committee to ascertain and report if a majority of the stock of the Company was represented in this meeting. The Committee reported that the total number of the shares of the Company was 19,555 1/2, of which it requires 9,778 to constitute a quorum; that 16,093 1/2 was present in person and 425 1/2 by proxy; therefore, a large majority of stock was represented. The Chairman announced that the meeting was legally constituted for the transaction of business. The report of the President and Directors was read, approved and directed to be printed with the proceedings of this meeting. The report of the other officers of the Company having been printed and distributed to the Stockholders, their reading was dispensed with, and they were directed to be printed with the other reports of this meeting. About the Publisher Forgotten Books publishes hundreds of thousands of rare and classic books. Find more at www.forgottenbooks.com This book is a reproduction of an important historical work. Forgotten Books uses state-of-the-art technology to digitally reconstruct the work, preserving the original format whilst repairing imperfections present in the aged copy. In rare cases, an imperfection in the original, such as a blemish or missing page, may be replicated in our edition. We do, however, repair the vast majority of imperfections successfully; any imperfections that remain are intentionally left to preserve the state of such historical works.