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Full-Text Articles in Law
Institutions As Relational Investors: A New Look At Cumulative Voting, Jeffrey N. Gordon
Institutions As Relational Investors: A New Look At Cumulative Voting, Jeffrey N. Gordon
Faculty Scholarship
The hostile takeover may have become a receding memory, but the problem that the market in corporate control purported to address nevertheless remains. In a world of imperfect competition, the product, capital, and managerial markets may temporarily indulge suboptimal performance by a firm's managers. As cases such as GM, Sears, American Express, and IBM illustrate, a firm with a substantial franchise and substantial financial reserves can sustain deteriorating economic performance over a significant period, resulting in a long slow slide of economic values. Shareholders and society generally will benefit from a mechanism that replaces the firm's incumbent managers well before …
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Michigan Law Review
In two recent decisions, Wolfson v. Avery and Janney v. Philadelphia Transportation Co., a constitutional provision guaranteeing to every corporate shareholder the right to cumulate his votes in an election of directors was construed in light of a statute authorizing the classification of directors and the election of only one class annually. In both, it was argued by a minority shareholder that the constitutional provision guaranteed him representation on the board proportional to his stock holdings, and that the classification statute, authorizing a reduction of the number of directors to be elected at each election, required a greater number …
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Michigan Law Review
The shareholders of the Winous Company amended the articles of incorporation to provide for staggered elections whereby one of the three directors would be elected each year to serve a three-year term. The Ohio Code provides for classified boards, and contains a guarantee of the right to vote cumulatively which is not to be restricted by the articles of incorporation. The county court of appeals reversed the court of common pleas and held the amendment invalid because it nullified the right to vote cumulatively. They interpreted the cumulative voting provision as specific and therefore a limitation on the more general …