Correct. And in this case, the directors voted their proxies
against the expressed (in many cases written) intent of the
shareholders... in other words, they voted proxies that they
didn't really have.


Dave wrote:
Doug, having been involved for some 35 plus years in shareholder meetings of
public companies I simply can't credit what you're saying here. If that were
true, the dissidents would have won in the DE court. They didn't.

Perhaps I should have said that they voted proxies that they
*shouldn't* have really had.

... So either
you're talking through you hat or you have some secret knowledge that nobody
bothered to pass along to the Chancellor. I regard this last possibility as
remote.


Agreed. However, this is what I mean... and you will
undoubtedly know a heck of a lot more about it than I...
stock voting proxies are very commonly granted and the
directors vote them as though they held the stock. But the
owner of that stock retains the right to vote it. Now, are
there all kinds of nit-picky details about the process? I
bet so. Are there enough little tiny-print unknown rules
about the grant of proxies that the directors can vote
proxied against the wishes of the owner, and make it stand
up in court?

Yes, obviously.



First understand that the intent of the _majority of shareholders_ is
irrelevant. It's the intent of _holders of a majority of shares_ that
counts.

Correct. And I thought I made this clear in my earlier post.

... Most of those shareholders don't show up at the meeting. You are
apparently basing your conclusions on what shareholders said at the meeting.

No, I'm apparently basing my conclusion on the tally of
shares voted by their owners at that meeting, which did in
fact constitute a majority of shares ooutstanding at the
time. Whether the directors got around this with some kind
of proxy trickery, or simply issuing themselves more stock
to gain a majority, or just bribing the court, I don't know
and don't care. It was a BS decision.

Ever see the movie "Animal House?"

Anyway, I voted with my dollars and am well out of it. But
it is a situation that bothers me a lot as it is repeated
over and over, on a smaller scale, in almost every company
I've ever held stock in. And it is usually harmful to the
company and to the economy.

That's the problem with democray, isn't it... the darn
people just won't vote the right way!

DSK