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Even if the assets to be sold by a subsidiary are deemed to be owned directly by the parent corporation, a vote of the stockholders of the parent corporation would be necessary only if the assets constitute all or substantially all of the assets of the parent corporation.
Directors' asset transactions. Shareholders' prior approval is required for the acquisition or disposal of a substantial non-cash asset from or to a director or a person connected with the director; if not, the company is given various remedies, including reversing the transaction.
As mentioned earlier, the broad definition of "unanimous shareholder agreement" in the Alberta Business Corporations Act includes agreements that regulate: (i) rights and liabilities of shareholders and other parties to the agreement; (ii) the election of directors; (iii) management of the corporation, including ...
A transaction or arrangement, completion of which is conditional on certain other matters taking place, does still require shareholder approval pursuant to section 190 of the Companies Act 2006.
Target shareholder approval is required The target board of directors initially approves the merger and it subsequently goes to a shareholder vote. Most of the time a majority shareholder vote is sufficient, although some targets require a supermajority vote per their incorporation documents or applicable state laws.
Shareholders at shareholders' meetings and board members at directors' meetings make decisions called corporate resolutions. If all participants understand the subject contents and are completely in agreement, the secretary prepares a Unanimous Written Consent document that expresses the issue and decision in detail.
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
Canadian courts have generally been unreceptive to proposed ?bright-line? tests of ?substantially all?, although one Quebec Court of Appeal ruling states that a shareholder vote may be automatically required where a proposed asset sale would involve 75% or more of the value of a corporation's assets.