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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Who Gets to Vote - 219 and Lists of Record Shareholders

In advance of a meeting, stockholders have the right to seek a list of fellow stockholders of record for the purpose of communicating with them about the upcoming meeting. In the typical private corporation, identifying the stockholders of record is a relatively simple matter: every time the corporation issues a share, the corporate secretary records the name of the stockholder into the corporation's stock ledger. In order to determine the stockholders of record, one need only refer to the stock ledger.

This exercise is more complex when one wishes to determine the stockholders of record of a corporation which has its stock trading on the public markets, liek the NASDAQ or the NYSE. In the Dell case that follows, Vice Chancellor Laster provides a review of the US system of recording beneficial and record stockholders for public corporations.

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