Week 9 - Shareholders Flashcards
(32 cards)
what rights are generally attached to shares?
- vote
- information
- sharing in company profits (dividends)
- sharing in surplus capital after winding up
what is the definition of a share?
units into which proprietary interest in a profit company are divided
what can the MOI say about shares?
- terms for voting rights
- entitle SH to distributions
- divide shares into classes
what are the duties which attach to shares?
- pay for shares
- participate in meetings and vote
- comply with MOI, rules, SH agreements
- notify company of any changes needing to be made to the SH register
what is the purpose of a SH meeting?
to vote and debate on a decision to be made
who attends a SH meeting?
the SH who have the rights to vote
what powers do the SH with voting rights have?
- amend the MOI
- approve board rules
- appoint/remove directors
- approve SH remuneration
who may call SH meetings?
- board or anyone specified by MOI
- SH, individually or collectively, that hold at least 10% voting rights (MOI can require less)
what is the record date?
the date before which SH must be registered before they may vote or receive dividends
what are some rules regarding the record date?
may not be less than 10 business days before meeting
what are the rules regarding timing of notice of SH meetings?
given 15 (pub) / 10 (priv) days prior to meeting (MOI can change this)
what must be included in notice of SH meetings?
- date, time, place
- purpose of meeting
- copy of proposed resolutions to be tabled
when may the SH meeting still be held despite non-compliance?
- unanimous assent at common law
- companies with 1 SH
- every SH is also a director
what is a proxy?
if a SH cannot attend a meeting, they can send a proxy who will attend/vote/speak on behalf of the SH
rules for a proxy?
- does not have to be a SH
- multiple may be appointed
- must be appointed in writing and must be presented to company before the meeting
- you can tell them how to vote or they can use their discretion when representing you
how long is a proxy valid for?
a year, unless expressly state otherwise in the proxy document
what is a quorum?
the minimum number of qualified persons whose presence at a meeting is necessary before business can be validly transacted
what are the quorum requirements for a valid meeting?
at least 25% of SH entitled to vote on any particular matter must be present
what are the quorum requirements for a matter to be considered?
at least 25% of SH entitled to vote on that particular matter must be present
what are the resolution percentages?
(of those present at the meeting)
- 50%+1 = ordinary
- 75% = special
what is the Annual General Meeting?
a meeting held once a year where particular business is required to be conducted
which company is required to hold an AGM?
public companies
what is the minimum business to be conducted at the AGM?
- presentation of directors report, AFS, audit comm report
- election of directors
- appointment of auditor and audit comm
- any matters raised by SH
what is the majority rule?
when a person becomes SH, they agree to be bound by the decisions of the majority, unless decisions not made lawfully
