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Proxies are forever?
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micky
Oct 20, 2012, 4:43:03 PM10/20/12
to
Perry Mason reruns
In this one, "The Case of the Envious Editor", a woman "gave her
proxies" for shares in the magazine company her family owns to her
mercenery brother.
Her husband wants the proxies to save the company from the brother's
plans to degrade the magazines, turning all three of them to center
around sex. .
She says "It's too late. I gave them to Donald".
Is there any way someone can irretrievably give a proxy? I thought a
later one superceded any earlier one.
She says "give", but perhaps she sold them, permanently or for a
period of time. Is that possible? If so, can she still give a
later and effective proxy to her husband and just face a lawsuit from
the brother? Or would no later proxy be valid?
Thanks.
In this one, "The Case of the Envious Editor", a woman "gave her
proxies" for shares in the magazine company her family owns to her
mercenery brother.
Her husband wants the proxies to save the company from the brother's
plans to degrade the magazines, turning all three of them to center
around sex. .
She says "It's too late. I gave them to Donald".
Is there any way someone can irretrievably give a proxy? I thought a
later one superceded any earlier one.
She says "give", but perhaps she sold them, permanently or for a
period of time. Is that possible? If so, can she still give a
later and effective proxy to her husband and just face a lawsuit from
the brother? Or would no later proxy be valid?
Thanks.
nos...@isp.com
Oct 25, 2012, 8:29:17 PM10/25/12
to
> [to vote shares of stock one owns in a corporation] ?
Generally speaking (and except that one might guess that you mean
"irrevocably" rather than "irretrievably"), Yes - unless the
corporation's certificate/charter or bylaws or a shareholder's
agreement to which the shareholder in question is a party prohibits so
doing.
> I thought a later one superceded any earlier one.
What do you think "irrevocable" (or if you prefer and subject to the
footnoted caveat, "irretrievable") means? *
---------------------------------------
* "irretrievable" is arguably ambiguous so as to suggest
or at least invite a dispute and maybe litigation about
whether there has been an outright conveyance
whereas a "proxy" in the context about which you ask
even if putatively "irrevocable" generally would not
affect title to (i.e., ownership of) the shares covered
by the proxy.
As you might guess, however, there have been any number of state court
and federal court lawsuit in various corporate and corporate analogous
contexts to determine competing claims arising from stockholderA
having given a proxy to personB to do some act in relation to
corporate shares of stock stockholderA owns and having later given a
different proxy for those same shares and for the same or functionally
equivalent transactions to personC. In such case, how the parties
will compromise/settle or how a court should and probably would decide
would depend on knowing more facts than you post about the specific
wording of the documents and about the related factual context.
Generally speaking (and except that one might guess that you mean
"irrevocably" rather than "irretrievably"), Yes - unless the
corporation's certificate/charter or bylaws or a shareholder's
agreement to which the shareholder in question is a party prohibits so
doing.
> I thought a later one superceded any earlier one.
footnoted caveat, "irretrievable") means? *
---------------------------------------
* "irretrievable" is arguably ambiguous so as to suggest
or at least invite a dispute and maybe litigation about
whether there has been an outright conveyance
whereas a "proxy" in the context about which you ask
even if putatively "irrevocable" generally would not
affect title to (i.e., ownership of) the shares covered
by the proxy.
As you might guess, however, there have been any number of state court
and federal court lawsuit in various corporate and corporate analogous
contexts to determine competing claims arising from stockholderA
having given a proxy to personB to do some act in relation to
corporate shares of stock stockholderA owns and having later given a
different proxy for those same shares and for the same or functionally
equivalent transactions to personC. In such case, how the parties
will compromise/settle or how a court should and probably would decide
would depend on knowing more facts than you post about the specific
wording of the documents and about the related factual context.
micky
Oct 27, 2012, 3:49:57 AM10/27/12
to
nos...@isp.com wrote:
> micky <mis...@bigfoot.com> wrote:
>> Is there any way someone can irretrievably give a proxy
>> [to vote shares of stock one owns in a corporation] ?
> Generally speaking (and except that one might guess that you mean
>
"irrevocably" rather than "irretrievably"), Yes
Thanks. The more I think about it, the more sense it makes, tho' I'm
> micky <mis...@bigfoot.com> wrote:
>> Is there any way someone can irretrievably give a proxy
>> [to vote shares of stock one owns in a corporation] ?
> Generally speaking (and except that one might guess that you mean
>
"irrevocably" rather than "irretrievably"), Yes
pretty sure the tv show didn't ever say it was that.
Stuart A. Bronstein
Nov 1, 2012, 10:03:32 PM11/1/12
to
nos...@isp.com wrote:
> micky <mis...@bigfoot.com> wrote:
>> Is there any way someone can irretrievably give a proxy
>> [to vote shares of stock one owns in a corporation] ?
> Generally speaking (and except that one might guess that you
> mean "irrevocably" rather than "irretrievably"), Yes - unless
> the corporation's certificate/charter or bylaws or a
> shareholder's agreement to which the shareholder in question is
> a party prohibits so doing.
My vague recollection is that a proxy can't be given irrevocably
> micky <mis...@bigfoot.com> wrote:
>> Is there any way someone can irretrievably give a proxy
>> [to vote shares of stock one owns in a corporation] ?
> Generally speaking (and except that one might guess that you
> mean "irrevocably" rather than "irretrievably"), Yes - unless
> the corporation's certificate/charter or bylaws or a
> shareholder's agreement to which the shareholder in question is
> a party prohibits so doing.
unless something is given in exchange - that it is in essence a
power coupled with an interest.
Do I have that confused with something else?
___
Stu
http://DownToEarthLawyer.com
McGyver
Nov 1, 2012, 10:05:55 PM11/1/12
to
micky supposed :
Here re the general rules:
A proxy can be made to apply to a specific election and therefore
ceases to exist after the election is over. Or a proxy can be made to
be general and as such would continue until revoked.
A proxy is revocable unless it is coupled with an interest, perhaps
because the proxy was purchased or the stock was purchased or an option
or warrant pertaining to the stock was purchased and the deal says that
the proxy is irrevoable.
A proxy is automatically revocked by granting a later proxy for the
same election or purpose.
Therefore, in a jurisdiction following the general rules, the TV show
writer was wrong. The fact that a proxy was given to Donald does not
effect the ability of the stockholder to revoke the proxy by granting
the proxy later to another person. Or maybe the TV show writer was not
wrong but intended that the woman character would lie to her husband.
This answer must not be relied on as legal advice for the reasons
posted here: http://mcgyverdisclaimer.blogspot.com . And I am not your
attorney.
McGyver
A proxy can be made to apply to a specific election and therefore
ceases to exist after the election is over. Or a proxy can be made to
be general and as such would continue until revoked.
A proxy is revocable unless it is coupled with an interest, perhaps
because the proxy was purchased or the stock was purchased or an option
or warrant pertaining to the stock was purchased and the deal says that
the proxy is irrevoable.
A proxy is automatically revocked by granting a later proxy for the
same election or purpose.
Therefore, in a jurisdiction following the general rules, the TV show
writer was wrong. The fact that a proxy was given to Donald does not
effect the ability of the stockholder to revoke the proxy by granting
the proxy later to another person. Or maybe the TV show writer was not
wrong but intended that the woman character would lie to her husband.
This answer must not be relied on as legal advice for the reasons
posted here: http://mcgyverdisclaimer.blogspot.com . And I am not your
attorney.
McGyver
Mike Jacobs
Nov 1, 2012, 10:07:42 PM11/1/12
to
micky wrote:
to a particular upcoming vote or series of votes to be
taken by shareholders, such as at an upcoming annual
meeting or special meeting of shareholders. Once the
meeting is over, the proxies, whether used or not, are as
valueless as yesterday's non-winning lottery tickets, or a
chit on a losing horse. That is one way it would be "too
late" to take them back, after the vote was already taken.
However, in a publicy held corporation, state laws
typically require a meaningful period of notice be given to
all shareholders before any upcoming meeting. That would
give a shareholder who had given someone else his proxy,
the chance to revoke that proxy before the vote was taken,
assuming the proxy was not an irrevocable one.
Whether or not the proxies in the Perry Mason episode were
irrevocable, a much more likely scenario for why
intervention would be "too late" in this plot about a
closely-held family corporation, is that the vote in
question may already have been taken, almost immediately
after the proxy was given. That is, the shareholder-
brother who was trying to take over the company, armed with
the proxy from his sibling which gave him an absolute
majority of all the outstanding shares, would have
_immediately_ called for a vote and would have voted his
own shares (plus the proxies) in favor of whatever action
it was he wanted the company to take -- with his lawyer by
his side, of course, to make sure he jumped thru all the
appropriate hoops to make the decision binding and legal.
Ergo, done, and too late to un-do.
--
This posting is for discussion purposes, not professional advice.
Anything you post on this Newsgroup is public information.
I am not your lawyer, and you are not my client in any specific legal matter.
For confidential professional advice, consult your own lawyer in a
private communication.
Mike Jacobs
LAW OFFICE OF W. MICHAEL JACOBS
10440 Little Patuxent Pkwy #300
Columbia, MD 21044
(tel) 410-740-5685
> nos...@isp.com wrote:
>> micky <mis...@bigfoot.com> wrote:
>>> Is there any way someone can irretrievably give a proxy
>>> [to vote shares of stock one owns in a corporation] ?
>> Generally speaking (and except that one might guess that you mean
>> "irrevocably" rather than "irretrievably"), Yes
>> micky <mis...@bigfoot.com> wrote:
>>> Is there any way someone can irretrievably give a proxy
>>> [to vote shares of stock one owns in a corporation] ?
>> Generally speaking (and except that one might guess that you mean
>> "irrevocably" rather than "irretrievably"), Yes
> Thanks. The more I think about it, the more sense it makes, tho' I'm
> pretty sure the tv show didn't ever say it was that.
Even an irrevocable proxy is usually, by its terms, limited
> pretty sure the tv show didn't ever say it was that.
to a particular upcoming vote or series of votes to be
taken by shareholders, such as at an upcoming annual
meeting or special meeting of shareholders. Once the
meeting is over, the proxies, whether used or not, are as
valueless as yesterday's non-winning lottery tickets, or a
chit on a losing horse. That is one way it would be "too
late" to take them back, after the vote was already taken.
However, in a publicy held corporation, state laws
typically require a meaningful period of notice be given to
all shareholders before any upcoming meeting. That would
give a shareholder who had given someone else his proxy,
the chance to revoke that proxy before the vote was taken,
assuming the proxy was not an irrevocable one.
Whether or not the proxies in the Perry Mason episode were
irrevocable, a much more likely scenario for why
intervention would be "too late" in this plot about a
closely-held family corporation, is that the vote in
question may already have been taken, almost immediately
after the proxy was given. That is, the shareholder-
brother who was trying to take over the company, armed with
the proxy from his sibling which gave him an absolute
majority of all the outstanding shares, would have
_immediately_ called for a vote and would have voted his
own shares (plus the proxies) in favor of whatever action
it was he wanted the company to take -- with his lawyer by
his side, of course, to make sure he jumped thru all the
appropriate hoops to make the decision binding and legal.
Ergo, done, and too late to un-do.
--
This posting is for discussion purposes, not professional advice.
Anything you post on this Newsgroup is public information.
I am not your lawyer, and you are not my client in any specific legal matter.
For confidential professional advice, consult your own lawyer in a
private communication.
Mike Jacobs
LAW OFFICE OF W. MICHAEL JACOBS
10440 Little Patuxent Pkwy #300
Columbia, MD 21044
(tel) 410-740-5685
Stuart A. Bronstein
Nov 2, 2012, 8:10:04 AM11/2/12
to
Mike Jacobs <mjaco...@gmail.com> wrote:
> Even an irrevocable proxy is usually, by its terms, limited
> to a particular upcoming vote or series of votes to be
> taken by shareholders, such as at an upcoming annual
> meeting or special meeting of shareholders. Once the
> meeting is over, the proxies, whether used or not, are as
> valueless as yesterday's non-winning lottery tickets, or a
> chit on a losing horse.
Correct if you are talking about a technical proxy. But I'm not
> Even an irrevocable proxy is usually, by its terms, limited
> to a particular upcoming vote or series of votes to be
> taken by shareholders, such as at an upcoming annual
> meeting or special meeting of shareholders. Once the
> meeting is over, the proxies, whether used or not, are as
> valueless as yesterday's non-winning lottery tickets, or a
> chit on a losing horse.
certain OP was using the term in its technical legal sense. A voting
trust could give a right to vote stock on an ongoing basis.
___
Stu
http://DownToEarthLawyer.com
micky
Nov 3, 2012, 1:19:14 AM11/3/12
to
I'm not sure the writer was wrong, then I can't complain. Although
it's probably too late to complain to them anyhow.
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