The Devil in the Details - What's a Majority of "Votes Cast" and Other Musings on Shareholder Votes

Michael Dell continues to try to void the deal he and his investor group previously agreed to - namely, that the votes cast for his buyout deal must exceed not only votes against the deal but also abstentions.  In an earlier post, I found his request reasonable, and I still do.  My friend Ann Yerger of the Council of Institutional Investors informs me that "sometimes an abstention is a considered vote", but in my experience it's just as often a cop-out that an institution may use when it doesn't want to be perceived as supporting management.

Ann also decries some companies' practice of counting abstentions differently for shareholder proposals than for company proposals.  Sounds right to me!

Finally (for now), Broc Romanek's blog comments on a recent proposal from two professors at the University of Chicago that would permit the purchase and sale of votes.  I couldn't disagree more; despite the view that everything is a commodity (so typical of Chicago!), I believe that there needs to be a connection between ownership and voting.  This idea seems to rear its ugly head every so often; isn't it time to drive a stake through its heart?  (Broc also reports that Senator Warren wants to impose a new one share-one vote standard on listed companies - possibly more on that later.)

Lammentations

I understand (also from Broc) that Tom Kim is leaving the SEC staff after six years.  Tom is an incredibly smart and diligent man who typifies the high quality of the SEC staff.  He will be missed by those of us who continue to work with the SEC.  Good luck, Tom!