Friday, April 22, 2011

Proposal: Shareholders and Board of Directors

Times out and Fails 1-8. ~lilomar

Adminned at 24 Apr 2011 11:54:59 UTC

Part 1: Change the rule “stocks” to “shares” wherever it appears in the dynastic rules.

Part 2:
Add a new dynastic rule entitled “Shareholders”, as follows:

An Investor who holds any shares of a given Corporation may be referred to as a Shareholder of that Corporation.  The GNDT tracks how many Shares of each Corporation are held by each Shareholder.

At any time when any Shares of a given Corporation are held by one or more Investors other than the Market (so long as no Board Meeting Proposal or Shareholder Meeting Proposal for that Corporation is then pending), a Shareholder of that Corporation may make a Proposal (a “Shareholder Meeting Proposal”) with respect to an Eligible Shareholder Matter.  A Shareholder Meeting Proposal must contain, in flavor text, the number of outstanding Shares of that Corporation held by the Market and each Shareholder as of the time that the proposal is made (such information, the “Record Date Information”).  Only the Market and Investors who were Shareholders of that Corporation as of the time that the Shareholder Meeting Proposal was made, per the Record Date Information, are eligible to vote on a Shareholder Meeting Proposal.  A Shareholder Meeting Proposal passes if it has FOR Votes cast by Investors (or the Market) who collectively hold a majority of the outstanding Shares of that Corporation. 

Eligible Shareholder Matters include:
- Replacing the Board of Directors of that Corporation with a new set of Directors
- Approving a particular Merger Agreement (so long as the Board of Directors has already approved that Merger Agreement)
- Approving a liquidation of the Corporation (so long as the Board of Directors has already approved a liquidation of the Corporation

Part 3:
Add a new dynastic rule entitled “Board of Directors”, as follows:

Each Corporation has a Board of Directors consisting of one or more Directors.  Only Investors and the Market are eligible to be Directors of a Corporation (subject to any other eligibility requirements).  The Market is initially the sole Director of each Corporation.  At any time (so long as no Board Meeting Proposal or Shareholder Meeting Proposal for that Corporation is then pending), any Director of a Corporation may make a proposal (a “Board Meeting Proposal”) with respect to an Eligible Board Matter.  A Board Meeting Proposal must contain, in flavor text, the names of all Directors of that Corporation as of the time that the proposal is made (such information, the “Board Record Date Information”).  Only the Market and Investors who were Directors of that Corporation as of the time that the Board Meeting Proposal was made, per the Board Record Date Information, are eligible to vote on a Board Meeting Proposal.  A Board Meeting Proposal passes if it has FOR Votes cast by a quorum of the Directors of that Corporation (per the Board Record Date Information). 

Eligible Board Matters include:
- Declaring and paying a dividend
- Approving a particular Merger Agreement and submitting it to the Shareholders for their approval at a shareholder meeting
- Approving a liquidation of the Corporation and submitting that matter to the Shareholders for their approval at a shareholder meeting.

Comments

Bucky:

04-22-2011 19:07:57 UTC

against  due to buggy interactions with the core proposal mechanics.  For example, a Board Meeting Proposal might pass under this rule and separately be enacted under the core rules so that it takes effect twice..

spikebrennan:

04-22-2011 19:30:56 UTC

can you suggest patches?

Bucky:

04-22-2011 19:33:18 UTC

Yeah, put SMPs and BMPs in some category other than ‘Proposal’.

Ely:

04-22-2011 21:04:40 UTC

Ugh, my head hurts. Ah, the good old times of bashing rocks!
Not sure if I’ll idle through this one.
imperial per Bucky.

spikebrennan:

04-22-2011 22:53:23 UTC

Once it’s patched (to the extent necessary), this should not be too difficult to follow conceptually.  In broad strokes, this is how corporations generally work under the United States/UK legal system.

Shareholders have a shareholder meeting- when a shareholder meeting is called, the ownership of shares is “locked down” so that changes in share ownership during the course of the shareholder meeting don’t affect the outcome of the meeting.

Shareholders vote at a shareholder meeting on a one-vote-per-share basis (not a one-vote-per-person basis), so a shareholder (or group of allied shareholders) with more than 50% of the shares controls the outcome.

At a shareholder meeting, the shareholders elect the board of directors.  The board of directors has more direct control over the affairs of the corporation.  Thus, to take over a corporation, one needs to acquire more than 50% of its shares and then replace its board of directors with a board that you (or your allies) control.

Winner:

04-22-2011 23:00:22 UTC

imperial

Darknight:

04-23-2011 05:53:27 UTC

imperial

Purplebeard:

04-23-2011 09:48:39 UTC

against Apart from Bucky’s point, the resolution of a Shareholder Meeting Proposal should be based on the Record Date Information rather than whatever the current situation is.

Also, it might be interesting if a single Investor could control multiple directors, so that the shareholders can divide their control over the Board however they wish.

spikebrennan:

04-23-2011 14:33:24 UTC

To simplify, when this comes around again, I’ll eliminate the Board of adirectors as a separate concept. Decisions by a Corporation will be made at the Shareholder Meeting level. The only vestige will be that a Shareholder Meeting can elect a Vorporation’s Chairman of the Board, who is empowered to veto a Shareholder Meeting (the Market can veto also).

Suggested rewrites of some or all of this mechanic are welcomed.

Ely:

04-23-2011 15:53:30 UTC

I actually like them (I just need a little time to assimilate)

Roujo:

04-23-2011 17:34:25 UTC

against

imreading:

04-23-2011 20:15:25 UTC

imperial

Chivalrybean:

04-24-2011 13:52:33 UTC

against