Meeting Over? Hold On To That Voting Record!

In 1988, California enacted a statute to provide a means for beneficial owners of stock to obtain information about the voting of their shares from the persons with the power to vote those shares. Cal. Stats. 1988, ch. 1360. Unfortunately, the statute is no clearer than the waters of Loch Ness.

In general, the statute requires that “every person possessing the power to vote shares of stock on behalf of another” to maintain a record of the manner in which the shares were voted. Cal. Corp. Code § 711(d). Upon “a reasonable written request”, that person is required to disclose the “voting record”. Cal. Corp. Code § 711(e). While that seems reasonably intelligible, there are more than a few problems with the statute.

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