(iii) constitute a “group” (within the meaning of Section 13, point (d) of the Stock Exchange Act) with respect to non-voting securities of the company or its related entities (with a group other than a group formed among the major shareholders under this agreement); Shareholders retain a degree of control. For example, they choose directors, although only a small fraction of shareholders control the outcome of most elections because of the spread of ownership and modern voting rules; Proxy fighting is extremely difficult for the insurgents to win. Shareholders may also accept, amend and repeal the company`s by-law; they may adopt decisions to ratify or reject certain acts of directors. And they must decide on certain exceptional issues, such as the amendment of the statutes. B merger or liquidation. The Court also found that the removal of Mr. Schroeder as a director by the holders of the majority of the common shares was in conflict with the Charter and the statutes and that it may have been invalidated. Article IV, Section C.5, of the Charter provides that “series D and common share holders vote together (or written agreement instead of one vote) as a single class on all matters before the company`s shareholders.” The Charter did not contain a provision that is often included in the certificates of incorporation of venture capital firms that would reflect the agreements in a company`s voting agreement or limited company, thereby giving common shareholders the right to choose and remove a number of directors as a separate voting class. Article III, Section 10 of the Statutes provides that any director of the company “may be removed at any time, with or without reason, by the “yes” of the holders of the registration of the majority of outstanding shares entitled to vote at a shareholder meeting, for or without reason.” After all this, the approval was only effective in removing Mr.
Schroeder if he represented the majority of the voting rights of the common shares and the preferential action of Series D and he voted jointly in class. Whether approval was the right to vote to cede Mr. Schroeder as a director was an objective matter that was not in a position to rule on a request for judgment on the briefs. In light of the Court`s finding that the removal of Mr. Schroeder as a director was contrary to the shareholders` pact, the Tribunal found that it was not required to consider the additional question of whether the approval was contrary to the Charter and the statute. C and positions of confidence in voting. CONSIDERING that the Board of Directors of GP Holdings, as sole member of GP and immediately after its transformation as the sole shareholder of the company, finds that it is in the best interests of the company, and after the restructuring, to grant the principal shareholders certain rights to appoint the board of directors of the company after the restructuring (the “board of directors” and each member is a “director”). , in accordance with the provisions of this agreement; and struck down a recent Delaware Court of Chancery order that struck down the voting rights provisions contained in many typical private equity, venture capital and other shareholder documents, taken by the holders of the majority of the common shares of a Delaware company to remove and replace members of the company`s board of directors and management.