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Refers to an exercise of voting in behalf of shareholders through the use of a special authority given by the shareholder/principal. The one would cast votes would either by another shareholder or a fund manager. It also provides the quorum of votes to undertake important corporate takings. In Corporate Settings- proxy voting’s use is normally  limited . In proxy voting system- has the right to vote in all instances, but the proxy is not having the right to debate or otherwise participate in the proceedings.

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Routine Decisions Generally   vote   for  uncontested   director or  trustee nominees, other minor changes (changes in company name and other procedural matters) Governance Generally vote for charter and amendment of by-law, matter    related to compliance with applicable laws and regulations affecting the organization. Issues on Anti-takeover Normally  will vote for proposal that  necessitate shareholder’s  confirmation of anti-takeover  measures.

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Proxy system is not without negative implications. It is said to lack deliberative features due to limited authority and instructions given by their principal/shareholder.

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Lawsuit filed by a shareholder on behalf of the corporation against a third party. It is the stakeholder who will initiate the suit in cases where management has failed to do so. Specific Feature:  Shareholders           Directors              Executives 				High Ranking Managers Allows a shareholder to bring an action in the name of the corporation against the parties that may cause or is allegedly causing harm to the corporation.

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When    directors,   officers,   managers,   or   employees   are   not   keen   on   filing   an   action,   a shareholder may first petition them to do so; if such petition is unsuccessful, the shareholder may do it himself to bring an action on behalf of the corporation .  Process: Shareholders may be required to meet some qualifications before permitted to proceed  with the  action, like the minimum value of his holdings  in the corporation and the  minimum duration  of his being a shareholder

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Transfer   of   control   of   a   firm   from   one   group   of   shareholders   to   another   group   of shareholders. Change in the controlling interest of a corporation. Types of Takeover Friendly Takeover 	If the shareholders are in an agreement with the off from another company. Hostile Takeover 	 I f the target company’s board cast-off the offer but the acquirer is persistent to pursue it; offer was made without informing the  target company’s board ahead of time. by making a tender offer by  engaging into a proxy fight by  quietly purchasing enough stock in the open market

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Reverse Takeover Is a type of merger used by private companies to become publicly-traded without passing through an initial public offering (IPO). The private company’s shareholder uses their shares in the private company to exchange for shares in the public company.  “Reverse merger” or “Reverse IPO” The private company has saved itself from paying expensive fees related to an initial public offering Tender Offers Corporate finance terms which means a type of takeover proposal that is public and open invitation.  Shareholders of the target corporation will be given offer to tender their stocks for sale at a specified price during a specified time.

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Tender offers are efforts to secure outstanding shares of stock of a given company through means other than purchasing the traded shares in the open market. For example: If the target company’s shares are trading at 20.00 per share, an acquirer might offer 24.00 per share to shareholders with the clause that at least majority of the shareholders agree.

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Financing a takeover is an act of funding for the purpose of obtaining control over a corporation through the purchase of stock or any other means.  Debt Financing A company acquiring another pays a specific amount of money for the merger transaction to complete. While the acquiring company has enough money to finance the transaction, some acquiring company chooses not to bleed out its cold cash for this.  Partial or Full Equity  Conversion This is done by giving the shareholders of the target company offers that include a debt instrument in partial or in full payment of shares.

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Share Swap/ All Share Deal Company issues its own new shares to the shareholders of the acquired to be company.  The shareholders of the company being acquired, being the minority, may still have significant influence over the merged entities.

Remedies Within Shareholders

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