When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

Allen Matkins
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Allen Matkins

In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law.  As with most generalizations, however, there are exceptions.  For example, Section 702(a) of the California Corporations Code provides that, subject to Section 703(c), shares held by an administrator, executor, guardian, conservator or custodian may be voted by the holder without transfer of those shares into the holder's name.  A different rule obtains, however, in the case of a trustee.   A trustee is not entitled to vote shares without transfer of those shares into the trustee's name.  

Shares held by or under the control of a receiver may be voted without transfer into the receiver's name if authority to do so is contained in the court's order appointing the receiver.  Cal. Corp. Code § 702(b).  

Finally, it should be remembered that in a proceeding under Section 709 to determine the validity of an election, the Superior Court is expressly authorized to to determine the "rights of persons to vote".  

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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