Replies to post #95278 on 8000 Incorporated (EIGH)

[ordinarydude]

"...there is a chance they would approve it.."

Make no mistake about it, "LUGEMEISTER"...the chance they would approve a merger is very, very remote.

Ordinary

[loanranger]

"So based on that comment, there is a chance they would approve it"

Approve is a funny word. Basically, just as in the case of the slippery dividend, FINRA must be SATISFIED with the information on the Issuer Company-Related Action Notification Form and the required accompanying documentation. If they aren't satisfied, they won't process the paper. No ticky, no washy.:
http://www.finra.org/web/groups/industry/@ip/@comp/@mt/documents/appsupportdocs/p122176.pdf

Item 5 under "Required Documentation" calls for:
"Executed and Notarized documents relating to corporate changes including, but not limited to, corporate confirmation of Shareholders Consent, Board of Director resolutions, resignation and/or appointment of corporate officers and directors, etc. For any documents not notarized, please provide a notarized Corporate Officer Certificate attesting to the authenticity of those documents. If not required, please provide specific state law why the item is not required." (emphasis mine)

Naturally, the shareholders are entitled to vote on any proposed merger and normally a special meeting is called for that purpose. While the rules regarding the required quorum and number of votes for such an action to pass can be complicated and are governed by the by-laws and the laws of the state of incorporation, one thing is fairly simple......all shareholders are entitled to be notified of the meeting.
From the Corporate By-Laws:
2.4 NOTICE OF MEETING.
Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.


Here's the point. Shareholders need to be given the opportunity to vote on any merger. Finra must then be provided with a "corporate confirmation of Shareholders Consent". Ordinarily this is a basic administrative procedure...happens every day. But one has to wonder if it can be achieved by a company that appears never to have notified its shareholders of, or conducted, a simple regular annual shareholders meeting.