In any particular contest, various factors will determine how much "market" pressure is brought to bear on incumbents, for example: the presence of precatory
shareholder resolutions opposing defenses or proposing sale; the number and fraction of independent directors on the target's board; the percentage of shareholders who have tendered into the bidder's offer; the effectiveness of the bidder's public relation campaign; the presence of activist institutional investors.
Through this even-handed approach, he argues management will alleviate its burden of responding to precatory
shareholder complaints while remaining accountable to shareholders.
Vice Chancellor Strine fundamentally misunderstands the role of non-binding, or precatory
, proposals in the corporate governance system.
63) Viewed in that context, the "absence of conditional language in [sections] 6010" led the Court to conclude that the enumerated "rights" were mere precatory
statements by Congress.
proposal to amend the articles of incorporation to declassify the MGP board of directors ("Board");
52,994 (1976) (permitting, where the subject is not proper for shareholder action, proposals couched in precatory
language because recommendations to the board are not improper actions at state law, and permitting proposals involving ordinary business, such as employment practices, where they implicate social policy).
stockholder proposal requesting that the Board take the necessary steps to declassify the Board was approved by a majority of votes cast at the meeting.
Although the precatory
stockholder proposal that the Fund's board not retain UBS Global AM and certain other entities as investment manager appears to have narrowly received more than a majority of votes cast at the meeting, a greater number of votes appear to have been cast in favor of the approval of a new advisory contract between the Fund and UBS Global AM (which was subject to a higher 67% of quorum affirmative voting requirement for passage).
Moreover, the fact that Laddcap previously put forward a precatory
stockholder proposal to retain an investment banking firm -- which proposal was approved by 60% of the shares actually voted by Delcath's stockholders -- does not mean that the Board is compelled to sell or merge Delcath immediately or at any time in the future.
Given the strong level of shareholder support, ISS is fine-tuning its policy on majority voting in director elections and will generally support precatory
and binding resolutions requesting that the board change the company's bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with state law where the company is incorporated.
The Union, which has been engaged in a long-running campaign to unionize Station's workforce, has commenced a proxy contest to solicit support for its three precatory
ISS will continue to support well-crafted precatory
and binding shareholder proposals calling for a majority voting standard.