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11 Cards in this Set
- Front
- Back
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When each share has one vote for each director to be elected
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Straight Voting
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Allowing a shareholder to cumulate their votes by multiplying the number of directors to be elected by the shareholders number of shares
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Cumulative Voting
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Using share classes to allow each class to elect one board member. E.g. giving one class to only one shareholder in a director vote.
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Classes of shares
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When shareholders transfer their shares to one or more voting trustees and receive trust certificates in exchange. The trustees vote for directors and the shareholders still receive rights to dividends.
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Voting Trusts
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Voting trusts, shareholder voting agreements, Proxies
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Shareholder Control Devices
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A transaction where one corporation merges into another corporation
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Merger
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Similar to a merger except that both old corporations go out of existence and a new corporation takes the business, assets and liabilities of the old corporations
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Consolidation
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A transaction by which one corporation becomes the owner of all the shares of the outstanding share of a second corporation through a compulsory exchange of shares.
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Share Exchange
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(1) Cash or property dividends (2) Share dividends
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Types of Dividends
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A corporation may pay a dividend to the extent it has excess solvency (liquidity) that is does not have to pay its current maturing obligation
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Solvency Test
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A corporation may pay a dividend to the extent that it has excess assets (Assets it does not need to cover it's liabilities and the liquidation preferences of shareholders having a priority in liquidation over the shareholders receiving the dividend.
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Balance Sheet Test
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