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