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Outline

  • Traditional corporate structure / "little republic"
    • management role
      • conduct business - MBCA § 8.01
      • control cash flow - MBCA § 6.40
      • initiate fundamental changes
    • shareholder role
      • elect board - MBCA §§ 8.03, 7.28
      • approve fundamental changes
  • Judicial reaction to modified roles
    • shareholder vote-pooling agreements
      • purposes
      • validity
    • vote pooling agreements
  • Majority/minority representation
    • straight voting
      • total votes for each seat to be filled
      • winner = plurality of votes for each seat
      • assures majority controls board composition
    • cumulative voting
      • each voting share entitled to cumulate
      • votes = number of shares X open seats
        Formula = (seats)*(shares) / (directors + 1) + 1 (or fraction)

Daily Thoughts

More from George Carlin 

  • Do infants enjoy infancy as much as adults enjoy adultery?
  • If all the world is a stage, where is the audience sitting?
  • If God dropped acid, would he see people?
  • If one synchronized swimmer drowns, do the rest have to drown too?
  • If the #2 pencil is the most popular, why is it still #2?
  • If work is so terrific, how come they have to pay you to do it?
  • If you ate pasta and antipasto, would you still be hungry?
  • If you try to fail, and succeed, which have you done?
  • Why is it called tourist season if we can't shoot at them?

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