The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

In its simplest form, a proxy card lists each separate…

The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

Most stockholders of publicly traded companies beneficially own their shares in these companies in a brokerage account. The broker may be the record holder of these shares, but in many cases that brokerage firm also holds those shares through yet another brokerage firm. In fact, Cede & Co. is typically…

Most stockholders of publicly traded companies beneficially own their shares in these companies in a brokerage account. The broker may be the record holder of these shares, but in many cases that brokerage firm also holds those shares through yet another brokerage firm. In fact, Cede & Co. is typically the largest broker nominee of any registered public company and most brokerage firms, and thus most shareholders, trace their ownership back through that record holder.