Voting Agreement Board Of Directorscleit0n
Suppose Carol found out that Ted had been bribed from publishers and shared the proceeds with Bob. At a meeting of the director, Carol asks the company to file a complaint to recover the money they have collected, but Bob and Ted exceed them. Carol has another cure. It may bring a derivatives action, which the shareholder files on behalf of the company if the directors refuse to act. A derivatives action is brought on behalf of the company by a shareholder if the directors refuse to act. Although the company is cited as a defendant in the complaint, the company itself is the so-called true party of interest – the party entitled to recover if the plaintiff wins. Shareholders have a legal right to view the records of the company in which they hold shares. These registers include statutes, statutes and business decisions. As a general rule, shareholders who wish to register certain registrations (for example. B minutes of a board meeting or accounting documents) must also have a “reasonable purpose” to determine the adequacy of the company`s dividend policy or to determine the actual financial value of the business. The incorrect purpose is to reveal trade secrets intended to be sold to a competitor or to establish mailing lists for personal use. Shareholder motivation is an important factor in determining whether the objective is appropriate, as the courts try to balance the rights of both shareholders and the company. For example, a Minnesota Delaware court applied the law when it found that a shareholder`s request to see the company`s shareholder register to identify shareholders and communicate with them about the company`s involvement in the Vietnam War was inappropriate.
The desire to communicate with other partners was deemed insufficient to force control. Pillsbury v. Honeywell, 291 Minn. 322; 191 N.W.2d 406 (Minn. 1971). Please compare this finding to a Delaware court`s finding that a shareholder had a reasonable purpose of requesting a company`s shareholder list in order to communicate with them about the economic risks associated with the company`s participation in Angola. The Conservative Caucus Research, Analysis – Education Foundation, Inc. v. Chevron, 525 A.2d 569 (del. 1987).
See the del. Code Ann., Title 8, Section 220 (2011). (ii) The specific waiver. Unless otherwise stated, no amendment, waiver, consent, amendment or denunciation of a provision of this agreement is applicable unless they are signed by each of the parties; However, provided that this agreement is amended by the execution and delivery of a Joinder, without the consent of the contracting parties, only for the purpose of accepting an affiliate as a party to this agreement. Any amendment, addition or amendment to a provision or provision of this Agreement, any waiver of a provision of this Agreement and any consent to a party`s derogation under a provision of this Agreement are effective only in the specific case and for the specific purpose for which it was made or given. Unless no disclosure is expressly required by this agreement, no notification or claim may under any circumstances be directed to one party to another or to another notification or claim in similar or other circumstances. Any investigation conducted by or on behalf of a party is not considered a waiver of the party`s compliance with the assurances, guarantees, pacts or agreements contained in it.