supermajority provision

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Supermajority Provision

In a publicly-traded company's bylaws, a provision mandating that the consent of more than a simple majority of shareholders is needed for certain actions. These actions, and the specific percentage needed for consent, are outlined in the bylaws and are often used as an anti-takeover measure. For example, a company may require that two-thirds of shareholders must approve of a merger or acquisition. Supermajority provisions exist primarily to ensure the company's independent survival, but they may limit the board of directors' authority in even a friendly takeover. See also: Board-out clause.

supermajority provision

A part of a corporation's by-laws that requires an unusually high percentage of stockholder votes in order to bring about certain changes. For example, a firm may require that 80% of shares approve a resolution to call a meeting of stockholders for any purpose other than the annual meeting. This provision makes a corporate takeover more difficult. See also board-out clause.
References in periodicals archive ?
Accordingly, states affected by these types of initiatives will have to consider new forms of revenue generation that will not be considered tax increases subject to supermajority provisions, come to broad-based agreements to increase taxes that pass supermajority muster, or slash services as a way to close structural budget deficits.
The company's Restated Certificate of Incorporation requires the affirmative vote of the holders of not less than 80% of the total voting power of all the outstanding shares of voting stock of Massey in order to (1) declassify our Board of Directors, (2) eliminate cumulative voting, (3) remove supermajority vote provisions related to stockholder amendment of bylaws and (4) remove supermajority provisions related to stockholder approval of business combinations with a more than 5% stockholder.
923, 958 (2005) ("Although historical evidence presents no express rationale for the supermajority provisions included in the Constitution, a more apt, albeit general, characterization is that they were intended to promote
Ayer's beneficial ownership of such a large voting interest was material information relevant to a shareholder's voting decision whether to approve the supermajority provisions.
However, many states will have to overcome checks on the power to unilaterally increase taxes, including supermajority provisions and in some cases, state constitutional prohibitions.
The company's board of directors, following votes by shareowners at PPL's 2006 and 2007 annual meetings to eliminate supermajority provisions, reviewed the advantages and disadvantages of such provisions and recommended the elimination of them.
Eliminate supermajority provisions related to certain business combinations.
If the Board were truly committed to corporate governance reforms, then why would the Board wait until next year to vote on the proposal, why wouldn't it also propose to eliminate all of the Company's supermajority provisions in its charter and why would the members of the Board not publicly state that they intend to vote their shares in favor of such proposals?
The charter proposal stems from our continuing commitment to best practices in corporate governance and responds to input from our stockholders about supermajority provisions," said Chairman, President and Chief Executive Officer Robert Stevens.
In order for BKF's charter to be amended to destagger the Board and eliminate the supermajority provisions for certain fundamental transactions, these actions must be approved by the vote of at least 80% of the outstanding shares of common stock.
In his second suit, Makarenko obtained a default judgment against VimpelCom on February 13, 2005 in the Temruk District Court purporting to suspend the supermajority provisions of VimpelCom's charter.
These include amending the charter to eliminate the classification of the Board (recently implemented by Raytheon and United Industrial Corporation) and other supermajority provisions, and re-incorporating in the State of Delaware.