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Would you mind clarifying what you mean about the definition of "unanimous" in this context? Even if it technically means "not actually unanimous" it still seem

Would you mind clarifying what you mean about the definition of "unanimous" in this context? Even if it technically means "not actually unanimous" it still seems pretty misleading to me. Why would they explicitly say that every shareholder supports the decision when they mean that a majority of shareholders support it?

fiatmoney 11y ago
In a parliamentary context, "unanimous consent" means "no dissenting voices" - ie, no "no" votes, not accounting for those silent or absent.
wavefunction 11y ago
It doesn't sound like there was a mechanism to vote "no" or object. I'm with you.
- URSpider94 11y ago
  There doesn't need to be. If you don't get a majority of shares voting yes, then the measure doesn't pass. If you do, then it does.
  - deleted 11y ago
    [deleted]
  - philipov 11y ago
    As you say, with the ability to respond "yes" and "abstain" the only possible outcomes are 'it passes' and 'it doesn't pass.' You can't have 'passes unanimously' because that would be a third outcome that can't be obtained with only two possible responses. To add that possibility to our outcome set, we have to introduce a third response called "no." The name of the "it passes" token may be arbitrary, but calling it "passes unanimously" is deceptive because it implies there were three ways to respond, not only two. If it is possible to pass unanimously, then to pass without qualification must mean something else. If there is a large group of people that regularly makes use of that usage, the simplest conclusion is that they're all trying to deceive someone.
AndrewKemendo 11y ago
In the times that we have sent shareholder consents it's the case that they sign a document that says "I agree to this change." It's not, "do you agree? check yes or no." If the majority sign, then you have unanimous consent. The ones who don't sign are basically abstaining, in practice usually cause they are too busy and just never get around to it, not because they express dissent. The language is confusing because it sounds more like a vote than it is.
- thaumasiotes 11y ago
  If there's no consent that isn't unanimous, you're abusing the term. When the options are "consent" or "shut up, we don't want to hear from you", there's no justification for calling that "unanimous consent".
  - AndrewKemendo 11y ago
    Unfortunately it's not the case. The alternative isn't "shut up, we don't want to hear from you" it's, "you were given the same amount of information as everyone else and didn't respond by the cutoff - and by the way the majority of respondents consented so any response is moot." Where it would matter is if there were abstentions for dissent, which I have never dealt with, so I can't say anything about it. My guess is that you wouldn't send something out in such a manner anyway if you expected resistance.
    - in_cahoots 11y ago
      That seems like a distinction without a difference to me. As I read your posts there's no way for a shareholder to voice dissent; you can either agree or abstain. Maybe this is some legal term I am not understanding, but I don't see how that's unanimous under the layman's definition of the word.
      - URSpider94 11y ago
        It's not a layman's definition. The word "unanimous" has a different meaning in corporate governance (and generally in Parliamentary procedure). It's also not at all uncommon to be presented with a proposal where the only options are "yes" and "abstain." There is no need for a no option, because you need a majority of yes votes for the measure to pass. Abstaining is the same as voting no.

fiatmoney 11y ago

In a parliamentary context, "unanimous consent" means "no dissenting voices" - ie, no "no" votes, not accounting for those silent or absent.

wavefunction 11y ago

It doesn't sound like there was a mechanism to vote "no" or object. I'm with you.

URSpider94 11y ago
There doesn't need to be. If you don't get a majority of shares voting yes, then the measure doesn't pass. If you do, then it does.
- deleted 11y ago
  [deleted]
- philipov 11y ago
  As you say, with the ability to respond "yes" and "abstain" the only possible outcomes are 'it passes' and 'it doesn't pass.' You can't have 'passes unanimously' because that would be a third outcome that can't be obtained with only two possible responses. To add that possibility to our outcome set, we have to introduce a third response called "no." The name of the "it passes" token may be arbitrary, but calling it "passes unanimously" is deceptive because it implies there were three ways to respond, not only two. If it is possible to pass unanimously, then to pass without qualification must mean something else. If there is a large group of people that regularly makes use of that usage, the simplest conclusion is that they're all trying to deceive someone.

AndrewKemendo 11y ago

In the times that we have sent shareholder consents it's the case that they sign a document that says "I agree to this change." It's not, "do you agree? check yes or no." If the majority sign, then you have unanimous consent. The ones who don't sign are basically abstaining, in practice usually cause they are too busy and just never get around to it, not because they express dissent. The language is confusing because it sounds more like a vote than it is.

thaumasiotes 11y ago
If there's no consent that isn't unanimous, you're abusing the term. When the options are "consent" or "shut up, we don't want to hear from you", there's no justification for calling that "unanimous consent".
- AndrewKemendo 11y ago
  Unfortunately it's not the case. The alternative isn't "shut up, we don't want to hear from you" it's, "you were given the same amount of information as everyone else and didn't respond by the cutoff - and by the way the majority of respondents consented so any response is moot." Where it would matter is if there were abstentions for dissent, which I have never dealt with, so I can't say anything about it. My guess is that you wouldn't send something out in such a manner anyway if you expected resistance.
  - in_cahoots 11y ago
    That seems like a distinction without a difference to me. As I read your posts there's no way for a shareholder to voice dissent; you can either agree or abstain. Maybe this is some legal term I am not understanding, but I don't see how that's unanimous under the layman's definition of the word.
    - URSpider94 11y ago
      It's not a layman's definition. The word "unanimous" has a different meaning in corporate governance (and generally in Parliamentary procedure). It's also not at all uncommon to be presented with a proposal where the only options are "yes" and "abstain." There is no need for a no option, because you need a majority of yes votes for the measure to pass. Abstaining is the same as voting no.