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Technology Stocks : Cisco Systems, Inc. (CSCO) -- Ignore unavailable to you. Want to Upgrade?


To: Lizzie Tudor who wrote (64594)9/16/2003 12:28:43 AM
From: Stock Farmer  Respond to of 77400
 
LOL... lizzie, obviously you didn't follow the substance of the Intel thread very closely.

If you were paying close attention you would have appreciated that management is, in the end, governed by shareholders.

By law, management MUST abide by the by-laws of the corporation, whether they want to or not. And these by-laws are set by the shareholders. If the shareholders pass resolutions amending the bylaws, then the directors and managers ARE BOUND BY THESE CHANGES.

This does not mean that every shareholder vote is to amend the bylaws. Just that shareholders have the power to amend the bylaws. There is a subtle difference that you missed. But subtlety is not your strong suit.

Not all shareholder votes must assert their full authority. If, for example, shareholders vote to suggest to management that they contemplate that the sky is pink with polka-dots, well they can do that too. Shareholder resolutions are often tabled in this form and used to send a formal message to management that the natives are restless.

Just because shareholders have the right to bind management does not mean that everything they do binds management. Just because you have the right to silence doesn't mean you won't go open your yap and incriminate yourself. I guess this is just too subtle a distinction for some people. At least it's more obvious than stock option compensation though... <ggg>