Proxy Voting and Vote Selling

Keeping Good Companies Journal of Chartered Secretaries Australia Ltd, Vol.61, No.6, p. 332, July 2009

6 Pages Posted: 23 Jul 2009

See all articles by Andrew Lumsden

Andrew Lumsden

Corrs Chambers Westgarth

Saul Fridman

The University of Sydney - Faculty of Law

Date Written: July 1, 2009

Abstract

In a more democratised equity ownership model, ought vote selling be outlawed on ‘public policy’ grounds or would such a ban limit legitimate transactions. The paper suggests that there is no need to change the Australian legislative environment to accomodate some limited examples of aberrant behaviour existing rules.

When liquidity is combined with control, detaching voting rights from cash-flow rights might lead to some strange results because the usual monitoring imperatives are distorted. However on a more rigourous analysis the existing Australian legal devices is designed to minimise the abuse of voting power such as the related party provisions are more than adequate to control most forms of aberrant behaviour. We see no particular evil with stock lending arrangements and "vote renting" to secure voting rights to influence the outcome of a company vote.

Keywords: vote renting, voting rights, agency principle, fraud on the minority, voting agreements

Suggested Citation

Lumsden, Andrew J. and Fridman, Saul, Proxy Voting and Vote Selling (July 1, 2009). Keeping Good Companies Journal of Chartered Secretaries Australia Ltd, Vol.61, No.6, p. 332, July 2009 , Available at SSRN: https://ssrn.com/abstract=1431222

Andrew J. Lumsden (Contact Author)

Corrs Chambers Westgarth ( email )

Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia

Saul Fridman

The University of Sydney - Faculty of Law ( email )

New Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia

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