循环实验室

2023年3月24日,

嵌入,代码复制并粘贴到你的网站或者博客:< iframe帧边缘= = " 620 "滚动=“1”高度src = " / /www.jdsupra.com/post/contentViewerEmbed.aspx?“汽车”fid = a2a3548f c947 - 4291 aab9 - 01 dbbfb2ed5e”风格= "边境:2 px固体# ccc;overflow-x:隐藏!重要;溢出:隐藏;“宽度= " 100% " > < / iframe >亚当·唐宁已经相当普通的北卡罗莱纳公司检查法律规定要求。作为控股股东周期,Inc .)他想检查金融和商业周期的记录实验室,Inc . -控股持有的周期来确定可能影响其股票价值的额外的投资者在周期实验室。北卡罗来纳州公司法商检的权力提供了一个直接的路径扩展唐宁在周期持有周期实验室:一个合格的公司的股东有权选举、任命,或指定的多数董事的另一个国内或外国公司或国内或国外非营利性公司,有商检的权力提供了在这一节中,其他公司的记录。N.C.G.S.§55-16-02 (h)。在喝诉周期控股有限公司,2023 NCBC商业法院容易确定循环实验室的公司注册证既定规则下,这一规定将适用于喝因为循环控股持有的多数股票的循环实验室和有权选举多数董事的。Id。¶¶36-38。但第三方资本的注入到循环实验室也有皱纹,影响唐宁力信息的能力。循环,循环实验室,和新的投资者进入投票协议造成完整的投票权周期持有周期下实验室的证书,但包含事前确定的约束循环控股将如何投票股份。 Id. ¶ 43. If the voting agreement meant that Cycle Holdings no longer could elect a majority of Cycle Labs’ directors, Downing no longer had inspection rights in that entity. Delaware law controlled the validity of a voting agreement for Cycle Labs, created under that state’s laws, and allows stockholders to agree in writing that “the shares held by them shall be voted as provided by the agreement” or in accord with another “procedure agreed upon by them.” 8 Del. C. § 218(c) . (North Carolina has a similar statute – N.C.G.S. § 55-7-31 .) Judge Davis noted that Delaware courts interpret the provision broadly. Downing, ¶ 49 (quoting Schreiber v. Carney, 447 A.2d 17 , 25 (Del. Ch. May 11, 1982) (“Delaware law has for quite some time permitted stockholders wide latitude in decisions affecting the restriction or transfer of voting rights.”) The Business Court found the Voting Agreement served as a “contractual overlay” which didn’t negate the rights accorded to Cycle Holdings but “instead simply constrain[ed] the manner in which the shareholder exercises that power.” Id. ¶¶ 54, 56. But the application of that holding under Delaware law to Downing’s inspection rights under North Carolina law was still a nuanced exercise. While the North Carolina inspection statute would extend Downing’s rights where Cycle Holdings had “the power to elect, appoint, or designate a majority of the directors” in Cycle Labs, the Business Court placed an important caveat on the scope of the statute. The Voting Agreement left Cycle Holdings with the ability to vote three director seats out of five, but constrained by agreement about how it would exercise its third selection. Judge Davis held that even though Cycle Holdings would still vote a majority of the director seats, it “would only control two of the five members of the board – falling short of a majority.” Id. ¶ 47. Takeaways The Business Court’s decision places an important restriction on inspection rights of which drafters of voting agreements should be wary. As holding companies make compromises in voting agreements that may attract outside investors, they should note that their shareholders’ inspection rights could be limited where a “majority” of director seats is not tantamount to “control.”