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ARTICLE · 07 JUNE 2021

The SEC's Has A Rule For That (Sort Of) . . .

Allen Matkins Leck Gamble Mallory & Natsis LLP
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John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.

United StatesCorporate/Commercial Law

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company.  The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a signed, but unmarked proxy card.   John concludes:

When you're drafting a proxy statement, it's easy to get bogged down trying to process the implications of abstentions and broker non-votes, but the bottom line is that if arecordholder returns a signed but unvoted proxy card, that's neither an abstention nor a non-vote.  Instead, it's an authorization for the proxy holders to exercise their discretionary authority in the manner laid out in the card.  If you're a record holder, sometimes not to decide is to decide.

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