a. superquorum & supermajority: can increase no. of votes needed (in bylaws??? or) aoi; gives a minority a veto right (careful…deadlock!)
b. voting trusts
i. all in trust transfer shares to Trustee
ii. T either follows vote of equitable share owners or votes per his discretion; look at trust ag.
iii. beneficial owners still get dividends, etc.
c. voting agreements
i. all in ag. vote per K
ii. not as safe as trust b/c if you don’t vote per K the vote is messed up and the coa is boK
d. public policy:
i. voting agreements & trusts can generally be made by SHs
ii. voting ag’s can be made by BOD if the ag. is be set forth in writing and authorized by all the SHs!!! (& not contrary to PP); valid for 10 years; person who buys shares in a corp like that who doesn’t have knowledge of the ag. can rescind his purchase
ii. can’t be made if publicly traded corp.
iii. must note conspicously on share certificates
e. classes of stock – some aren’t allowed to vote
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