The Short Life and Resurrection of SEC Rule 19c-4

Abstract

12. 1 A. DEWING, THE FINANCIAL POLICY OF CORPORATIONS 163 (5th ed. 1953). A related development took place with respect to the voting rights of preferred shares. In the early part of this century, most preferred shares had voting rights equal to those of the common shares. Stevens, supra note 9, at 354. Gradually, however, corporations began granting voting rights to preferred shares only in the event of certain contingencies (such as non-payment of dividends). While controversial at the time, this practice is the modem norm. Compare Stevens, supra note 9, at 389-91 with V. BRUDNEY & M. CHIRELSTEIN, CASES AND MATERIALS ON CORPORATE FINANCE 224-26 (3d ed. 1987).

Hedge funds, insiders, and the decoupling of economic and voting ownership: Empty voting and hidden (morphable) ownership

“…Consistent with insiders acquiring control for a below-market price, announcements of these recapitalizations led to reduced share prices, on average (e.g., Dann and DeAngelo, 1988;Gordon, 1988;Jarrell and Poulsen, 1988; but see Partch, 1987). Most midstream recapitalizations were banned through joint action by the SEC and the stock exchanges (Bainbridge, 1991).…”

Revisiting the viability to allow dual-class share structure companies to list in the financial market of Hong Kong

“…Today, the regulation of voting rights is primarily governed by the rules of the exchanges and state law (Bainbridge, 1991: 574). No state departs from a one share, one vote default rule, though state blue sky laws 16 often impose restrictions on the sale of some shares with disparate voting rights.…”