Question:

Electing shareholder director?

by Guest31937  |  earlier

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If you are a minority shareholder in a corporation, and the corporation has cumulative voting, 4 directors are to be elected, you have 3,000 shares of common stock, and the majority shareholders own 51,000 shares of common stock, but the minority shareholder's own 49,000 shares combined. Is there any way that you, as a minority shareholder, can elect at least 1 director?

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4 ANSWERS


  1. No but you can protest and do lots of other things, creating bad press.  That can do a lot to increase pressure for change.


  2. not you personally but as a whole you guys would theoretically be electing one of the directors

  3. as long as you don't live in a state that allows all-or-nothing elections where you vote on the board as a whole, sure.

    well, the group of minority shareholders, can at least.

  4. There is actually the potential I believe to elect 3 of the 4 board members in the case you have cited.  The probability is remote because it involves corrodinating the voting among the minority holders which is virtually impossible in most cases.  It this particular case with so few shares outstanding it is much more of a probability. Spreading 49,000 x 4 among 3 candidates = 65333 voles per candidate whereas the majority slate will receive only 51,000 votes per candidate if the votes are distributed equally.  A potential monkey wrenche  is if someone does not vote.

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