Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 32
PROXIES
Section
§ 32.01 Purpose of Proxies
§ 32.02 Legal Effect
§ 32.03 Duration and Revocability
§ 32.01 Purpose of Proxies
A shareholder may cast or authorize the casting of a vote at a
shareholders’ meeting by filing a signed or otherwise authorized
appointment of a proxy.1 The appointment must be filed with an officer
of the corporation at or before the meeting at which it is to be effective.2
Voting by proxy is an important procedural option for both the
shareholder and the corporation, particularly in publicly held
corporations where it eases the logistical burden of calling together large
numbers of shareholders in a single place at a single time.3
§ 32.02 Legal Effect
A proxy is the shareholder’s agent. A proxy may be authorized to
vote on all matters arising at the shareholders’ meeting on which the
shares have voting rights, or may be limited to voting on a particular
matter or matters such as voting for directors.4 A proxy may vote or
otherwise participate in a shareholders’ meeting by remote
communication5, to the same extent that the appointing shareholder is
entitled to do so6.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman