Current STB regulations, adopted in 2001, set a high bar for approval of a proposed major merger and related voting trust
based on an untested public interest standard.
If the reports we have read are correct, CP seems to think it can use a voting trust
to begin implementing its business plan for NS ("Plan") during the STB's merger review process and prior to formal STB approval of the merger.
The voting trust
structure proposed by Canadian Pacific is unprecedented, and it is highly likely it would be rejected by the STB because the Canadian Pacific management team would control or be substantially involved in the operations of Norfolk Southern prior to receiving regulatory approval of the proposed merger transaction.
The Preferred Stock, the majority of which is held in the Cray Family Voting Trust
, has always been granted the right to elect five of the nine directors of the Company.
These statements include, among other things, statements regarding the consummation of the merger transaction and the benefits and consequences of the merger transaction and the extension of the term of the Voting Trust
Nasdaq:EGOV) today announced that it has been informed that the trustees of the National Information Consortium Voting Trust
have sold approximately eight percent of the NIC shares held by the trust and intend to distribute the sale proceeds to its beneficial holders.
In connection with the transaction, CND was appointed as the trustee of a voting trust
, with the power to vote all of the Company's outstanding Series A and Series B Preferred Stock, subject to limited exceptions.
The agreement contains significant restrictions on the FNX shares issued to Dynatec, including a voting trust
, standstill and right of first refusal plus a requirement for broad distribution on the sale of the FNX shares.
Despres' being fired as trustee by the beneficiaries of the CINAR Voting Trust
on August 5, 2003, b) the CVMQ's continued failure to approve a replacement trustee of such trust, and c) the March 15, 2002 settlement agreement between the CVMQ and CINAR's founders, the Class A controlling shares held by the CINAR Voting Trust
shall not be voted at the requisitioned Special Meeting.
c) FNX and Dynatec will enter into a voting trust
agreement with a term of three years pursuant to which votes attached to the Common Shares held by Dynatec will be voted in line with FNX board recommendations on various fundamental changes and initiatives (including, among other matters, mergers, acquisitions and the nomination of directors to the FNX board), such agreement ceasing to be in effect should Dynatec's ownership stake in FNX decline below 10% on a fully-diluted basis;
approved today's termination of CINAR Chairman Robert Despres as trustee of the "CINAR Voting Trust
The agreement includes a voting trust
, standstill and right of first refusal and requirements for broad distribution of the shares on sale.