Shareholders Rights Law

The Mission of the Section is to serve the public, the profession and the Section by furthering the development and improvement of business law, educating Section members in business law and related professional responsibilities, and helping Section members to serve their clients competently, efficiently and professionally.

To amend the Securities Exchange Act of 1934 to provide shareholders with an advisory vote on executive compensation and to prevent perverse incentives in the compensation practices of financial institutions.

As a general rule, few state laws or court decisions specifically address the fiduciary duties owed by a mutual board. Nevertheless, it should be assumed that mutual boards owe duties to their company and members that are the same as the duties owed by directors of stock corporations to their companies and shareholders. In most states, these duties consist of the duty of care and the duty of loyalty.

A company's stockholders have the legal right to make important decisions at the companies they own: they elect directors, review aspects of executive compensation, and weigh in on shareholder proposals addressing a variety of environmental, social, and governance issues. Shareholders can use their voting power to create economic and social value at the companies they own.

Shareholders or stockholders own parts or shares of companies. In large corporations, shareholders are people and institutions that simply invest money for future dividends and for the potential increased value of their shares, whereas in small companies they may be the people who established the business or who have a more personal stake in it. When investors buy shares of companies, they receive certificates that say how many shares they own. Owning shares of a company often entitles an investor to a part of the company's profits, which is issued as a dividend. In addition, shareholders are typically offered a fixed payout per share if the company is bought out.

A shareholder is defined as the owner of one or more shares of stock in a corporation, commonly also called a "stockholder." The benefits of being a shareholder include receiving dividends for each share as determined by the Board of Directors, the right to vote (except for certain preferred shares) for members of the board of directors, to bring a derivative action (lawsuit) if the corporation is poorly managed, and to participate in the division of value of assets upon dissolution and winding up of the corporation, if there is any value. A shareholder should have his/her name registered with the corporation, but may hold a stock certificate which has been signed over to him/her. Before registration the new shareholder may not be able to cast votes represented by the shares.

A bill to provide shareholders with enhanced authority over the nomination, election, and compensation of public company executives.

Every state has routine requirements for shareholder meetings. Generally, shareholders are required to have (at least) an annual meeting. The main purpose of this meeting is to elect the Directors of the corporation, but may include any other matter within shareholder control. Notice of the annual meeting must be in writing and sent to shareholders within a specified period of time, usually between 10 and 60 days prior to the meeting. Check your state's corporation statute for the minimum notice requirements, the specifics of which should be set forth in your corporation's Bylaws.

The Committee of Concerned Shareholders ("Committee"), formerly known as the Committee of Concerned Luby's Shareholders, consisting of individual shareholders of Luby's, Inc. ("Luby's") who met on a Yahoo! Finance Message Board in 2000, is the first grass-roots shareholder group to conduct a formal proxy fight. Luby's, then headquartered in San Antonio, Texas, was a 235-unit cafeteria chain with annual sales of approximately $500 million. Its shares are listed for trading on the New York Stock Exchange ("NYSE").

The aim of the Shareholder Rights Committee is to promote the ICGN’s position, as expressed in its Statement of Global Corporate Governance Principles, on the rights of shareholders. To this end, the Committee members monitor developments in their own and other markets. The Committee submits comment letters where there are concerns that current or proposed practice or regulation contravenes the rights of shareholders.

ShareOwners.org, incorporated as a 501c3 non-profit organization, was founded to create a voice for the average retail investor, who has not been heard in the corporate board room, Washington policy debates, or by the decision-makers in large financial institutions, including mutual funds. We call ourselves “shareowners” because we are the long-term owners of the companies in which we invest and we seek long term wealth creation by being responsible and engaged owners.

The United States Proxy Exchange (USPX) is a non-government organization, incorporated in the Commonwealth of Massachusetts, dedicated to facilitating shareowner rights, primarily through the proxy process. The USPX is structured as a chamber of commerce. Unlike a typical chamber of commerce, which represents corporate managers, we represent shareowners.

Corporate Board Member magazine is an information resource for senior officers and directors of publicly traded corporations, top private companies, and Global 1000 firms. Published quarterly, each issue provides readers with decision-making tools to help them deal with the challenges confronting their boards. Topics include corporate governance, board trends and best practices, director compensation, director liability, board education, board size and make-up issues, management succession, recruiting directors, board advisors, shareholder activism, audit committee issues, and much more.

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A Shareholders' Agreement (also called a "Stockholder" Agreement) is an agreement between all or some of the shareholders (or "stockholders") of a Corporation. This contract establishes the rights of shareholders and the duties and powers of the Board of Directors and management.

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