MBFE 653: Chapter 44 - Shareholders Rights and Liabilities

When each share has one vote for each director to be elected

Allowing a shareholder to cumulate their votes by multiplying the number of directors to be elected by the shareholders number of shares

Using share classes to allow each class to elect one board member. E.g. giving one class to only one shareholder in a director vote.

When shareholders transfer their shares to one or more voting trustees and receive trust certificates in exchange. The trustees vote for directors and the shareholders still receive rights to dividends.

Voting trusts, shareholder voting agreements, Proxies

A transaction where one corporation merges into another corporation

Similar to a merger except that both old corporations go out of existence and a new corporation takes the business, assets and liabilities of the old corporations

A transaction by which one corporation becomes the owner of all the shares of the outstanding share of a second corporation through a compulsory exchange of shares.

(1) Cash or property dividends (2) Share dividends

A corporation may pay a dividend to the extent it has excess solvency (liquidity) that is does not have to pay its current maturing obligation

A corporation may pay a dividend to the extent that it has excess assets (Assets it does not need to cover it's liabilities and the liquidation preferences of shareholders having a priority in liquidation over the shareholders receiving the dividend.