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Ch. 11: Solution To Stockholder Voting Requirements?

Law360 (May 10, 2007, 12:00 AM EDT) -- Metromedia International Group Inc.’s board of directors faced a perplexing dilemma. Approached with an attractive offer from a potential purchaser, the board wanted to sell the corporation’s primary asset and cease operations.

In order to consummate the transaction, however, Delaware law and the company’s certificate of incorporation required approval from the majority of Metromedia's common stockholders.

Metromedia’s advisors informed Metromedia's directors they could not hold a shareholder meeting or solicit proxies due to the company’s failure to comply with federal reporting requirements. As a result, the...
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