Shareholder Voting Rights in Fundamental Changes
This lesson discusses shareholder voting rights when fundamental changes are made to their corporation--mergers, consolidations, compulsory share exchanges, sales of assets, dissolution, and amendments to the articles of incorporation. It also discusses other procedural requirements related to such transactions.
This lesson does not explain the different types of business combinations or the appraisal rights sometimes granted to shareholders when their corporations engage in such transactions. Separate CALI lessons, "Types of Business Combinations" and "Shareholder Appraisal Rights," cover those topics. This lesson is the second in the series. Students are advised to complete the first lesson before attempting this one, unless they are already familiar with the different types of business combinations.
This lesson also does not deal with fiduciary duty issues that arise in business combinations. That topic is also the subject of separate CALI lessons. Students do not need to complete those lessons before attempting this one.
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- Shareholder Appraisal Rights
- Shareholder Voting: Straight vs. Cumulative
- The Business Judgment Rule in Shareholder Derivative Litigation I: Demand Upon the Board
- Delaware's Judicial Review of Board Action in Transactions Involving Corporate Control II: REVLON and BLASIUS
- Shareholder Agreements Under RMBCA Section 7.32