February 22, 2013
Judge Enjoins Vote of Apple Shareholders on Certificate Amendments
I have previously discussed David Einhorn's lawsuit against Apple, charging that the company violated federal proxy rules because its proposal to amend the company's certificate of incorporation violated the SEC's unbundling rule. The proposal, if adopted, would amend the certificate of incorporation in several ways. Einhorn objected to one of them, an amendment eliminating the board's power to issue blalnk check preferred stock without shareholder approval, but said he wanted to vote in favor of the others (amendment to implement majority voting for directors, amendment setting a par value for the stock). Today a federal district judge agreed with Einhorn and issued an injunction against the shareholder vote, scheduled for February 27.
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