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> company can't pay a dividend to some shareholders but not others

But it can sell shares to some and not others [1]. (This was a landmark decision [2].)

[1] https://law.justia.com/cases/delaware/supreme-court/1985/493...

[2] https://en.wikipedia.org/wiki/Unocal_Corp._v._Mesa_Petroleum....



Thanks for the links. Goodness what a mess of a precedent.

Having the board ignore a large shareholder would be one thing. Shares give votes, and terms don't turn over every day, and we don't kick out politicians as soon as the polls turn sour on them. Fine. But if a shareholder has enough shares to change the board composition (or just threatens to) the incumbents can just unilaterally decide that the challenger owns a smaller fraction of the company than they bought on the open market? Maybe it's not technically self-dealing, but it's bad.




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