Chapter 8 Conceptual

how to calculate number of votes that each shareholder may cast

number of shares multiplied by number of directors to be elected

in straight voting, directors are elected

one at a time

staggered elections

only a fraction of directorship are up for election at one time

to win every seat in straight voting, you must

own 50% plus on share

cumulative voting

procedure in which a shareholder may cast all votes for *one* member of the board of directors

straight voting

procedure in which a shareholder may cast all votes for each member of the board of directors

shareholder rights

shareholders control the corporation through the right to elect the directors

in cumulative voting, directors are elected

all at once

Classified boards (staggered boards)

directors are placed into different classes with terms that expire at different times

for cumulative voting, f N directors are up for election, then

1/(N+1) percent of the stock plus one share will guarantee you a seat

common stock features

equity without priority for dividends

corporations have come under pressure to declassify, so now all directors run

every year

staggering makes it more difficult for a minority to elect a director because ___ are to be elected at a time

fewer

what does cumulative voting permit?

minority participation

staggering makes takeover attempts less likely to work because

more difficult to vote in a majority of new directors