CanniMed's Shareholder Rights Plan: In order to defend against Aurora's hostile take - over bid and protect the Newstrike transaction, CanniMed's Board adopted
a shareholder rights plan for CanniMed that prevented Aurora from:
Not exact matches
And this year I
plan to lift up the many businesses that have figured out that doing
right by their workers ends up being good
for their
shareholders, their customers, and their communities, so that we can spread those best practices across America.»
In no case, except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except
for any repricing that may be approved by
shareholders, will the
plan administrator (1) amend an outstanding stock option or stock appreciation
right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange
for cash or other awards
for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange
for an option or stock appreciation
right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
That's a good description
for the Canadian Securities Administrators» recently proposed changes to regulations on takeover bids and
shareholder rights plans which, assuming they're adopted, will... Continue reading →
In no case (except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except
for any repricing that may be approved by
shareholders) will the
plan administrator (1) amend an outstanding stock option or stock appreciation
right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange
for cash or other awards
for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation
right in exchange
for an option or stock appreciation
right with an exercise or base price that is less than the exercise or base price of the original award.
The ownership interest of current KHD
shareholders who can not exercise their
rights will be diluted by up to 1/3 under this
rights plan (if all
rights are exercised there will be 3 KHD shares outstanding
for every 2 KHD shares outstanding before the
rights exercise), but the company will (theoretically) get a facilitated entry into the vast infrastructure building market in China.
Unfortunately, the news then took a decided turn
for the worse when INFS's management adopted a poison pill, which it euphemistically described as a «
Shareholder Rights Plan.»
As a brief overview, the Management and Board have embarked upon a failed merger that garnered virtually no support from its
shareholders, and was opposed by ISS, and continued on that path until the date of the special
shareholders meeting and scheduled vote, spending lavishly in a failed effort to close it; attempted to implement substantial new options to itself, a
plan opposed by ISS and the
shareholders, which was withdrawn; continually paid itself outrageous sums of the
shareholders money over the past three years; rejected highly qualified outside board members with deep, broad healthcare company experience supported by its
shareholders; held many Board and Committee meetings with nothing to show
for it; formed a new Strategic Transactions Committee that is highly paid but that has produced no deals
for the
shareholders to consider or
for any outside valuation experts to formally review; spent lavishly on accountants, auditors and counsel; failed to successfully hire any outside professional negotiators and finally extinguish or remove the outstanding lease obligations; distributed no cash to the
shareholders despite holding excess amounts; formed no special purpose entity to hold any royalty and milestone
rights and payments
for the benefit of its
shareholders; and thus generally failed in its fiduciary duties to
shareholders.
As explained in more detail in the fund's prospectus, the fund that charges a redemption fee reserves the
right to waive its early redemption fee
for certain tax - advantaged retirement
plans or charitable giving funds, certain fee - based or wrap programs, or in other circumstances when the fund's officers determine that such a waiver is in the best interest of the fund and its
shareholders.
I get that the proposed Australian carbon tax goes half to some bumptious government programs and only half to the
shareholders of CO2E, and is set at an absurdly low arbitrary level with no real
plan for right - pricing this common asset, so is bound to satisfy no one.
With an Equity Incentive
Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the
right to purchase stock (even though the employee owns more than the maximum percentage defined in the
plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan); the timeframe within which stock options can be granted under the
plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan after its adoption or approval by
shareholders; the total number of shares to be issued to employees; and the conditions and time period
for the expiration of stock options.
If a
shareholder rights plan is triggered, additional securities are issued to all
shareholders, other than the potential acquirer,
for nominal consideration.
Canadian
shareholder rights plans come in two forms: «pre-approved
plans» and «tactical
plans» and the board should have given consideration to approving the appropriate
plan for the company.