- 34 -
the value of Seminole stock by treating the two classes as one.
Seminole's by-laws and certificate of incorporation are not in
the record, and the record as built by the parties leaves us
unpersuaded that the rights of the holders of the two classes of
stock to vote, to receive dividends, and so forth, are identical.
See generally Okla. Stat. Ann. tit. 18, secs. 1006 A.4.
(certificate of incorporation must generally set forth
differences between classes of stock), 1013 B. (contents of
bylaws), 1032 (classes and series of stock) (West 1986).
Nor did Mr. Tack address the question of whether Seminole's
class A shareholders had cumulative voting. Cumulative voting
may add value to shares of stock. Cumulative voting gives each
share as many votes as there are directors to be elected and
allows a shareholder to cumulate his or her votes by casting them
all for one director, or distributing them as he or she sees fit.
See generally Okla. Stat. Ann. tit. 18, sec. 1059 (West 1986)
(certificate of incorporation may provide for cumulative voting).
Cumulative voting may allow a minority shareholder to maximize
his or her representation on a board. Although petitioners ask
the Court to find, on the basis of a colloquy between their
counsel and Mr. Reeves, that Seminole did not have cumulative
voting, we decline to do so. The colloquy, which incorrectly
sets forth an example that does not involve cumulative voting, is
as follows:
14(...continued)
upon his or her termination of employment.
Page: Previous 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 NextLast modified: May 25, 2011