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Sep
21 • 2017
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How does voting work as to shares that are held by a trustee or other fiduciary?

Corporate shares are often held in a family trust. Shares held in trust may be voted by the trustee, but only if the shares are transferred into the trustee’s name. Cal. Corp. Code § 702. By contrast, shares held by an administrator, executor, guardian, conservator, or custodian may be voted by the holder without a transfer of the shares into the holder’s name. Shares held by or under the control of a receiver may likewise be voted by the receiver without a transfer of the shares into the receiver’s name, but only if authority to vote the shares is contained in the court order appointing the receiver. Similarly, shares held by or under the control of an attorney-in-fact may be voted by the attorney-in-fact without a transfer of the shares into the attorney-in-fact’s name, but only if authority to vote the shares is provided for in the power of attorney appointing the attorney-in-fact. In California, every person possessing the power to vote shares of stock on behalf of another must maintain a record of how the shares were voted for a 12-month period after the effective date of the vote. Cal. Corp. Code § 711(d). Upon a reasonable written request, the voting record must be disclosed to the person on whose behalf the shares were voted or to another party if the power to vote is held pursuant to an agreement with that party.