Main Content
Shareholder Proposals
2/21/2024 pdw
Shareholders have the highest approval authority in a corporation, but they are limited in the actions they can initiate. Most things that shareholders vote on must first be approved by the board. This includes merger proposals, amendments to the charter or ratification of various items.
Some items reach the shareholders by statute. For example, under the default rules, shareholders elect the directors annually. DGCL § 216; MBCA § 7.28. We'll discuss how this process works.
Some items are raised by shareholders directly. Shareholders are able to submit proposals for a shareholder vote, but the topics they can address are rather limited. We'll discuss shareholder proposals and their limits more in this section.
This book, and all H2O books, are Creative Commons licensed for sharing and re-use with the exception of certain excerpts. Any excerpts from the Restatements of the Law, Principles of the Law, and the Model Penal Code are copyright by The American Law Institute. Excerpts are reproduced with permission, not as part of a Creative Commons license.