Question
From: (redacted)
Sent: Monday, April 02, 2007 7:54 AM
To: Verne, B. Michael
Subject: Some advice, please
Icontinue to be confused about what I think is a simple question.
X holds a minority of the stock of acorporation and through a contractual arrangement with another minorityshareholder, has the power to vote the shares of that minority shareholder.Between his holdings and his contractual arrangement, X has the power to castmore than 50% of the votes for election of directors. X doesn't have any otherownership interest in the second shareholder's shares and thus doesn'tbeneficially own those shares. The contractual arrangement is a simple votingarrangement, allowing X to vote those shares whenever there is an election ofdirectors. But X doesn't have a contractual power "presently to designatehalf or more of the directors," in the sense that X cannot remove andreplace half or more of the directors at a time of his choosing. The votingarrangement is not an irrevocable proxy; either party may terminate it at will.
Does X control the issuer?