Question
From: (redacted)
Sent: Wednesday, April 12, 2006 9:58 AM
To: Verne, B. Michael
Subject:Re: Question
Iknow that the irrevocable proxy to vote 50% or more confers control. I wasconfused because in the original scenario, the person's proxy was for less than50%. He only reached 50% by combining his ownership with his proxy and I alwaysunderstood that you had to EITHER own OR have the contractual right. Can youconfirm that it is correct to combine direct ownership votes with proxy votes?This really has nothing to do with my current question, but it threw me for aloop and I want to be clear particularly since it has broader ramifications.For example, if an executive shareholder owns 48% and has proxies for another12%, is he now the UPE? Does it hinge only on whether the proxies areirrevocable? I believe in the executive scenario, we have been told that theexecutive shareholder is not the UPE. I don' t know, though, if those proxieswere irrevocable.
Ialso want to be clear that the shareholder who owns at least 50%, but cannotvote the shares that it owns because they are subject to an irrevocable proxyheld by another still is considered a UPE.