Proposals to opt out of state takeover statutes should be examined on a
CASE-BY-CASE basis, evaluating the specific statutes
at issue. Since these are often bundled proposals that include more than
one issue, shareholders must make their determination based on the overall
positive or negative effect on shareholder rights.
While shareholders have little direct control over a state's adoption
of antitakeover legislation, they may influence whether or not their
company chooses to be governed by such legislation. Most state
antitakeover provisions allow companies to "opt in" or to "opt out" of
coverage by stating their intention in their charters. Thus, shareholders
are sometimes requested to vote on whether or not their company will be
governed by specific state statutes.
