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Carlyle shareholders will have no ability to elect directors.
Even if the court rules for Mr. Icahn, he may still lose the contest to elect directors.
More important, he said, the state's Business Corporation Law requires corporations to hold an annual meeting to elect directors.
If it does not, shareholders holding 10percentt of the shares can demand a meeting to elect directors.
In the era of universal suffrage, enabling only those with financial interests to elect directors is unsound.
Mr. Icahn previously tried to elect directors to Oshkosh's board at the last shareholder meeting, but wasn't successful, Oshkosh noted in a statement on Thursday.
Similar(29)
And the corporate governance activist Lucian A. Bebchuk at Harvard Law School and his American Corporate Governance Institute have continued to push for boards to hold annual elections of directors instead of electing directors in one-third tranches each year, making them harder to unseat.
This compensation is all disclosed, so shareholders and other directors can monitor the situation and refuse to re-elect directors if the payment turns out to be inappropriate.
But he faced a potentially stormy battle leading up to the company's annual board meeting in May, when shareholders can express their views in the votes to re-elect directors.
The bylaws permit resident shareholders, nonresident shareholders and even nonshareholders to be elected directors.
Elected directors have simply not been up to their task of holding the executive to account".
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