Proxy Define Legal

27 Νοεμβρίου 2022 Χωρίς κατηγορία

DEPUTY. One person appointed in place of another to represent him. 2. In canon law, a judicial overseer or a person appointed to administer the legal affairs of another man is called an agent. Ayl. Parerg. 3. The act by which a person is so appointed shall also be referred to as a representative. 4. Proxies are also annual payments from parish clergy to the bishop, etc., during visits. Tom.

Dictionnaire de droit, h.t. Vide Rutherf. Inst. 253; Hall Pr. 14. 5. The right to vote in the election of a company by proxy is not a general right and the party claiming it must prove a special power of attorney for that purpose. on Corp. 67-69; 1 Paige`s Ch. Rep. 590; 5 days Rep.

329; 5 Cowen, MP 426. The greatest modern meaning of proxies lies in their use in shareholder voting. The Companies Act (2006) in the United Kingdom and state laws in the United States require shareholders of limited liability companies and limited liability companies to vote in person or by proxy. The separation of ownership from management shares in corporations, where ownership is largely held by the public, has made the proxy a powerful control weapon, as the majority of shareholders can rarely be gathered in person for meetings where directors are elected. Since annual meetings of shareholders are usually required by law, the management of these corporations may obtain proxies from all shareholders at the expense of the corporation, obtain the powers of a quorum and a majority, and vote by proxy for directors of their choice. An agent is a proxy authorized by law to act on behalf of another party, or a format that allows an investor to vote without being physically present at the meeting. Shareholders who do not attend a corporation`s general meeting may vote on their shares by proxy by asking another person to vote on their behalf, or they may vote by mail. These regulations have made it easier for shareholder groups to challenge management control, even though in widely used companies the costs are extremely high. If a contest takes place, reasonable costs of appeals may be legally charged to the Company by successful or unsuccessful management groups or by successful dissenting shareholder groups. However, the cost of an unsuccessful splinter group falls on its backers.

Uncertainty as to the outcome of these competitions is heightened by the fact that a proxy is generally revocable until a vote actually takes place at the meeting. If a shareholder grants more than one proxy, as is often the case, only the most recent proxy will count. The lack of absentee shareholder protection led to the enactment of provisions in the Securities Exchange Act of 1934 authorizing the Securities and Exchange Commission (SEC) to enact proxy voting regulations. These rules and subsequent amendments apply to proxies of publicly traded corporations and all other corporations with total assets of $10 million or more and 2,000 or more shareholders. They require that proxy requests be accompanied by statements informing the shareholder, if known, of the actions to be decided at the meeting, as well as naming and detailing the directors proposed for election or re-election. The proxy itself must prove that it is obtained by management, give the shareholder the opportunity to inform the proxy of the vote, and must be signed and dated. In 2007, the SEC adopted rules for the use of “electronic proxies,” which are proxy documents made available to shareholders by e-mail or on a publicly accessible website. Prior to the Annual General Meeting, all shareholders will receive an information package with the proxy circular.

The proxy materials provide shareholders with the information necessary to conduct an informed vote on matters important to the Company`s performance. A proxy circular provides shareholders and potential investors with insight into the governance and management of a company. The proxy discloses important information about the items on the agenda of the Annual General Meeting, lists the qualifications of the Management Board and members of the Board of Directors, serves as a ballot for the election of the Board of Directors, lists the major shareholders of a company`s shares, and provides detailed information on executive compensation. There are also proposals from management and shareholders. While proxy voting is often an option, management encourages shareholders to vote in person. If the shareholder is unable to participate, proxy voting is another option. In order for a person to act as an agent for a person, it may be necessary to require official documentation showing the extent to which the officer can speak on behalf of the person. An official proxy document may be required to provide authorizations to perform certain actions. The shareholder signs a proxy and gives the designated person the official proxy to vote at the general meeting on behalf of the nominee shareholder. In remote voting, shareholders may have the right to vote by mail, telephone or Internet.

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