Proxy

“ That the system of governing by proxy is more extended than is commonly supposed; in one country a king resorting to its use, and in another the people.
That there is no method by which a man can be made to covet a tail, so sure as by supplying all his neighbors, and excluding him by an especial edict.
That the perfection of consistency in a nation, is to dock itself at home, while its foreign agents furiously cultivate caudae abroad. ”

“ And if a will gives to one of three executors the power to vote the stock, and directs the other two to give him a proxy for that purpose, which they decline to do, a court will order the proxy to be given. ”

“ Time does not permit an independent examination of the facts set out in the proxy material and this results in the Commission's acceptance of the representations contained therein at their face value, unless contrary to other material on file with it. Indeed, on the allegations of respondent's complaint, the proxy material failed to disclose alleged unlawful market manipulation of the stock of ATC, and this unlawful manipulation would not have been apparent to the Commission until after the merger. ”

“ But the causal relationship of the proxy material and the merger are questions of fact to be resolved at trial, not here. We therefore do not discuss this point further.
While the respondent contends that his Count 2 claim is not a derivative one, we need not embrace that view, for we believe that a right of action exists as to both derivative and direct causes.
The purpose of § 14 (a) is to prevent management or others from obtaining authorization for corporate action by means of deceptive or inadequate disclosure in proxy solicitation. ”

“ When they find we've lost nine valuable Proxies out there on Mercury without getting any uranium at all yet, we'll be thrown out."
"Blast Hurriman!" Doug Norris raged. "The Proxy Project has been your work from the start! You sweated to develop the things. Now because there's a hitch, a bunch of bumbling politicians take it over!"
"It's all in a lifetime," Kincaid shrugged. "Winters, you tell the boys. Have them pull their Proxies back to Base, and go home." ”

“ A special agent is appointed to do a particular thing and this is more often done in writing. Perhaps the most common illustration is the appointment of some one to act for another at the annual meeting of a corporation to vote on stock. Such a person is called a proxy, and persons often act as through another in this manner. [355] Sometimes one person serves as a proxy or agent for a very large number of shareholders.
The liability of a principal for the acts of a general agent are very different from his liability for the acts of a special agent. ”

“ Where there has been a finding of materiality, a shareholder has made a sufficient showing of causal relationship between the violation and the injury for which he seeks redress if, as here, he proves that the proxy solicitation itself, rather than the particular defect in the solicitation materials, was an essential link in the accomplishment of the transaction. ”

“ Because such action would carry the intra-corporate strife even deeper within the corporation and because there is no practical way, if there is a proxy contest, to assure equal treatment for both factions in this area when only one is in physical control of such facilities and personnel, I conclude that the defendant should be preliminarily enjoined from using corporate facilities and personnel in soliciting proxies. I emphasize that this conclusion is based upon the corporate status of the two factions herein involved. ”

“ Naturally, then, the share owner faced with a proxy request will think it important to know the directors' beliefs about the course they recommend, and their specific reasons for urging the stockholders to embrace it.
* But, assuming materiality, the question remains whether statements of reasons, opinions, or beliefs are statements "with respect to . . . material fact [s] " so as to fall within the strictures of the Rule. ”

“ We betroth ourselves by proxy, and think ourselves obliged, in the sequel, to marry the person who has intervened. ”

“ We consider only the question of whether § 27 of the Act authorizes a federal cause of action for rescission or damages to a corporate stockholder with respect to a consummated merger which was authorized pursuant to the use of a proxy statement alleged to contain false and misleading statements violative of § 14 (a) of the Act. ”

“ Of course, in a large corporation with a hundred thousand shareholders, as is the case with some of our bigger corporations like the United States Steel Corporation and the Pennsylvania Railroad, very few of the stockholders actually attend the meetings. The directors usually send out with the notice of the meeting, a proxy, and the stockholders who are not able to be present send in their proxy authorizing certain persons to vote for them. ”

“ Votes may be given in person or by proxy, and stringent regulations are laid down with the view of preventing the abuse of proxies. General proxies entitling the holder to exercise all the powers which the creditor could exercise if present may be given to the official receiver or to any person in the regular employment of the creditor. Special proxies may be given to any person to vote for specified resolutions, or for the appointment of specified persons as trustee and committee. ”

“ Even in that situation, if the management finds it necessary for legal or practical reasons to solicit proxies from minority shareholders, at least one court has held that the proxy solicitation might be sufficiently related to the merger to satisfy the causation requirement, see Laurenzano v. ”

“ And she knew that if all her friends should fail her, if the beggar returned no more to be modelled, if the secret-service agent proved but a handsome empty shell, Bubbles would always show up at the appointed time and place while life remained in him. Then, again, as she tried to concentrate upon her bust of Blizzard, the secret-service agent stepped forward, you may say, and smiled into her eyes. ”

“ Without entering into all the practices by which he has attempted to maim the Company's records, I shall state one more to your Lordships,—that is, his avowed appointment of spies and under-agents, who shall carry on the real state business, while there are public and ostensible agents who are not in the secret. The correspondence of those private agents he holds in his own hands, communicates as he thinks proper, but most commonly withholds. ”

“ All commercial contracts with the subjects or in the territory of the enemy, whether made directly by one in person, or indirectly through an agent, who is neutral, are illegal and void. This principle is now too well settled to justify discussion. ”

“ The Company's orders and covenants made none. There are, readily I admit, thousands of occasions in which it is not proper to divulge promiscuously a private correspondence, though on public affairs, to the world; but there is no occasion in which it is not a necessary duty, on requisition, to communicate your correspondence to those who form the paramount government, on whose interests and on whose concerns and under whose authority this correspondence has been carried on. The very same reasons which require secrecy with regard to others demand the freest communication to them. ”

“ Now, my view, and I believe the view of the law books and of the publicists of the present day, is this—that privateering is the last relic of the early and barbarous notions of war, that a trial of force between nations involved a rightful exercise of personal hostility by every individual of one nation against every individual of the other, and against every portion of the property of the other. ”

“ That the solicitation of proxies is not required by law or by the bylaws of a corporation does not authorize corporate officers, once they have decided for whatever reason to solicit proxies, to avoid the constraints of the statute. ”

“ I am going to the palace at two o’clock—I shall see the King, and find out whether my signet is lost, stolen or strayed. Meanwhile, keep your own counsel! If you have been betrayed into giving your confidence to a spy in the foreign service, as I imagine— (for the King has never employed a spy, and is not likely to do so) , and he makes known his information, it can be officially denied. The official denial of a Government, Jost, like charity, has before now covered a multitude of sins! ”

“ In especial a neutral is not obliged to prevent his subjects from giving information to belligerents by wireless telegraphy apparatus installed on a neutral merchantman. Such individuals run, however, the risk of being punished as spies, provided they act clandestinely or under false pretences, and the vessel concerned is subject to the risk of being captured and confiscated for rendering unneutral service. ”

“ Opening and reading the packets which reached him, whenever he came upon an equivocal, compromising question, he omitted to return the packet; the sender was to be under his thumb, bound to his service by the terrifying recollection of the question he had written down. You know the sort of things that wealthy and powerful personages would be likely to ask. This blackmail brought him in a good income. ”

“ In that age of lawless violence, there was so little force in government, everywhere, and so entire a want of co-operation between governments, that the operations of trade were exposed to piracy, robbery, and black-mail, on every sea and in every land. ”

“ A Fellow once standing in the Pillory at Temple-Bar, it occasioned a Stop, so that a Carman with a Load of Cheeses had much ado to pass, and driving just up to the Pillory, he asked what that was that was writ over the Person's Head: They told him, it was a Paper to signify his Crime, that he stood for Forgery: Ay, says he, what is Forgery? They answered him, that Forgery was counterfeiting another's Hand, with Intent to cheat People: To which the Carman replied, looking up at the Offender, Ah, Pox! ”

“ We construe these allegations to mean that the property is free of all enemy taint and particularly that the corporations whose shares have been seized, the corporations which have a contract in which respondent has an interest, and respondent itself, are companies in which no enemy, ally of an enemy, nor any national of either has any interest of any kind whatsoever, and that respondent has not done business in the territory of the enemy or any ally of an enemy. ”

“ But, as they say, they are privateers either of a nation or a Power that exists, as the phrase is, de jure,—that has a right, the same as we, or England, or France,—or of a Power that has had sufficient force and strength to establish itself, as matter of fact. ”

“ There, injunctions have generally been granted on the theory of a breach of contract, or of an abuse of confidence. [6] It would, of course, rarely happen that any one would be in the possession of a secret unless confidence had been reposed in him. ”

“ Privateering will be abolished. War, on a national scale, is often ennobling, and one great instrument of pioneering for civilization; but war of private citizen upon his fellow, in another land, is always demoralizing.
III. Usury.—This ancient subject of casuistry we place next to piracy, for a significant reason: the two practices have both changed their public reputation as civilization has advanced, but inversely—they have interchanged characters. ”

“ Frankness and truth are especially required of the officers of captured vessels when examined in preparation for the first hearing in prize. And the clearest good faith may very reasonably be required of those engaged in alleged neutral commerce with a port constantly and notoriously used as a port of call and transshipment by persons engaged in systematic violation of blockade and in the conveyance of contraband of war. ”

“ Theif and Whore, Kick and Cuff, are very often the Effect of forcible Entryes, Trespasses and serving of Process, in which the Title comes frequently in Question. But the reducing this part of the practice of the Law, are things not seen as yet. The Proximus ardet will fall upon the Conveyancers, and that not by altering the Forms of legal Conveyances, or taking them out of their hands, or putting any stop to the Dealing in Lands, (for that will be encreased) but by exposing their manner of practice in this Conveyancing part of the Law. ”

“ Gradually it was found that some kind of limited security against competition must be allowed if such transactions as the sale of a going concern with its goodwill, or the retirement of partners from a continuing firm, or the employment of confidential servants in matters involving trade secrets, were to be carried on to the satisfaction of the parties. ”

“ As we have seen, the checks naturally arising to each man's actions when men become associated, are those only which result from mutual limitation; and there consequently can be no resulting check to the contracts they voluntarily make: interference with these is interference with those rights to free action which remain to each when the rights of others are fully recognized. And then, as we have seen, enforcement of their rights implies enforcement of contracts made; since breach of contract is indirect aggression. ”

“ It will be sufficient to say that in the early days of 1915 a certain document came into being. It was the draft of a secret agreement—treaty—call it what you like. It was drawn up ready for signature by the various representatives, and drawn up in America—at that time a neutral country. It was dispatched to England by a special messenger selected for that purpose, a young fellow called Danvers. It was hoped that the whole affair had been kept so secret that nothing would have leaked out. That kind of hope is usually disappointed. Somebody always talks! ”