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To: Road Walker who wrote (174556)5/14/2003 10:21:01 AM
From: The Duke of URLĀ©  Read Replies (1) | Respond to of 186894
 
Some of us think that the shareholders, as owners and the risk takers, should be the ultimate decision makers when it comes to important issues.

Sort of. The SEC has laid out what it would like to say are procedural rules for a shareholder resolution. It is quite clear that it is the state law of the state of incorporation that provides exactly what a shareholder can have control over. The are called the substantive rules.

For instance, it is quite common in ALL states, I believe, to prohibit the sale of all or substantially all the assets of a company without shareholder approval.

This cannot be can not be changed by the company by-laws.

There is a movement afoot to eliminate the state laws and replace them with federal laws. This would be as stupid as repealing Glass-Steagal. And under a technical reading of the Constitution of the United States, sort of Unconstitutional. (But that would require a re-assessment of a case called Ollie's Barbeque but that is for another day. :)

One must note that it was the State of New York who brought the most recent actions. The Federal Government and the SEC would have been very happy to let Citicorp skate, and more over, wanted to elect Sandy Weil, the Chairman of Citcorp to the board of the NYSE.

If this crap keeps happening it will destroy the ability of the stock market to fund valid companies.