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Encyclopedia > Voting Plans

The voting plan is one of five main types of poison pills that a target firm can issue against hostile takeover attempts. These plans are implemented when a company charters preferred stock with superior voting rights to common shareholders. If an unfriendly bidder acquired a substantional quantity of the target firm's voting common stock, it would not be able to exercise control over its purchase. For example, ASARCO, INC. established a voting plan in which 99 percent of the company's common stock would only harness 16.5 percent of the total voting power. [1] Poison pill is a term referring to any strategy, generally in business or politics, which attempts to avoid a negative outcome by increasing the costs of that outcome to those who seek it. ... Firm can have several meanings: Firm - a loose legal term for a company. ... A takeover in commerce refers to one company (the acquirer) purchasing another (the target). ... A preferred stock, also known as a preferred share or simply a preferred, is a share of stock carrying additional rights above and beyond those conferred by common stock. ... Common stock, also referred to as common shares, are, as the name implies, the most usual and commonly held form of stock in a corporation. ...


See also

Economics (deriving from the Greek words οίκω [oeko], house, and νέμω [nemo], distribute) is the social science that studies the allocation of scarce resources through measurable variables. ... The phrase mergers and acquisitions (M&A) refers to the aspect of business strategy and management dealing with the merging and/or acquiring of different companies. ... Microeconomics is the study of the economic behaviour of individual consumers, firms, and industries and the distribution of production and income among them. ... A takeover in commerce refers to one company (the acquirer) purchasing another (the target). ... Industrial organization is the field of economics that studies the behavior of firms and the structure of markets when markets fail to be perfectly competitive. ...

Works Cited

1. Paul H. Malatesta (University of Washington) and Ralph A. Walking (Ohio State University), "Poison Pill Securities: Stockholder Wealth, Profitability, and Ownership Structure," Journal of Financial Economics, Vol. 20, January/ March 1988, p. 355.


  Results from FactBites:
 
GAO-04-749, Pension Plans: Additional Transparency and Other Actions Needed in Connection with Proxy Voting (14167 words)
For example, some plans have a rule that, in the event that an attempt is made to influence a proxy vote, the voting responsibility on that issue moves from the proxy voter to a committee.
For example, the guidelines of one plan fiduciary we examined indicate that, in the case of a conflict of interest, the issue is to be reported to the president and general counsel of the plan sponsor who decide how to proceed and ensure that a record of the conflict and the related vote is maintained.
If a plan fiduciary can provide his or her rationale for voting a certain way--proving that, in his or her opinion, proxies were voted solely in the interest of plan participants--it is very difficult for DOL or others to prove otherwise.
  More results at FactBites »


 

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