Question

Midland Petroleum is holding a stockholders’ meeting next month. Ms. Ramsey is the president of the company and has the support of the existing board of directors. All 12 members of the board are up for reelection. Mr. Clark is a dissident stockholder. He controls proxies for 42,001 shares. Ms. Ramsey and her friends on the board control 52,001 shares. Other stockholders, whose loyalties are unknown, will be voting the remaining 24,998 shares. The company uses cumulative voting.

Required:
a. How many directors can Mr. Clark be sure of electing?
b. How many can Ms Rmasey be sure of electing
c. How many votes could clark have if he had all the uncommitted votes
d. Does that give him control?
e. If nine directors were to be elected, and Ms. Ramsey and her friends had 70,001 shares and Mr. Clark had 48,001 shares plus half the uncommitted votes, how many directors could Mr. Clark elect?

Answer 1

Midland Petroleum

a. Mr. Clark can be sure of electing = 4 directors

b. Ms Ramsey can be sure of electing = 5 directors

c. If Mr. Clark had all the uncommitted votes, he can elect = 7 directors

d. With 7 directors, he has control.

e. Mr. Clark can elect (60,50/143,000 * 9) = 4 directors.

Step-by-step explanation:

Board members = 12

Mr. Clark control = 42,001 shares or 35.295%

Ms. Ramsey control = 52,001 shares or 43.698%

Undecided shareholders = 24,998 shares or 21.01%

Total shareholding = 119,000 shares or 100%

Mr. Clark can elect = 35.295% of directors = 4

Ms. Ramsey can elect = 43.698% of directors = 5

Other shareholders can elect = 21.01% of directors = 3

New shareholding:

Ms. Ramsey and friends = 70,001 shares

Mr. Clark and half uncommitted votes = 60,500 (48,001 + 12,499)

Half of the other uncommitted votes = 12,499

Total votes = 143,000

Mr. Clark can elect (60,50/143,000 * 9) = 4 directors.