jackofspades123

joined 2 years ago
[–] [email protected] 2 points 11 months ago

Great job pulling this all together.

 

This is heavily inspired by Consistent-Reach-152

Background

GME Certificate Of Incorporation: https://www.sec.gov/Archives/edgar/data/1326380/000132638022000080/a31-certificateofamendment.htm

  • There is no mention of fractional shares

Truck Hero, Inc Certificate Of Incorporation: https://www.sec.gov/Archives/edgar/data/1648189/000119312515346140/d17828dex31.htm

  • There is a mention of fractional shares

Delaware Code: https://codes.findlaw.com/de/title-8-corporations/de-code-sect-8-155.html

  • If fractional shares are not mentioned in the by laws, then there are no fractional shares

JP Morgan: https://www.sec.gov/divisions/investment/noaction/2016/jpmorgan-041416-206(3)-incoming.pdf

  • Fractional shares are not issued by the issuer but rather are account entries meant to represent the portion of a whole share (held by a broker or another party) that an accountholder would be entitled to (including ongoing appreciation and depreciation) if fractional shares existed and could be traded in the marketplace.

SEC: https://www.sec.gov/oiea/investor-alerts-and-bulletins/fractional-share-investing-buying-slice-instead-whole-share

  • The way you buy and sell fractional shares differs between brokerage firms that provide this service to their customers.
  • You may not have voting rights if you own fractional shares. Your ability to exercise proxy voting will depend on how your brokerage firm’s fractional share investing program works. Some brokerage firms allow it, with special procedures, and some firms do not allow it at all. Ask your brokerage firm whether you will have any voting rights associated with fractional share purchases.

While there have been times in the past that GameStop or what would become GameStop have issued fractional shares (ie mergers), those are one offs

Taken together, we get the following conclusions

  • Only whole shares are allowed by GME
  • Fractional shares are happening between the individual and the financial entity.
[–] [email protected] 2 points 1 year ago

Great write up! Really informative and love the court cases as citations.

One thing to add is around the concept of anti hedging rules for executives. In the older days, executives would short against their current positions. This is part of the reason section 1259 for taxes exists https://scholarship.law.wm.edu/cgi/viewcontent.cgi?article=1621&context=wmlr

[–] [email protected] 5 points 1 year ago

In 100% of the votes reviewed, one share, one vote did not happen.

[–] [email protected] 4 points 2 years ago

I don't think the rules are perfect, but it is a start. I am happy to see some progress in this area.

Anything that can be done to ensure compliance with the rules seems like a great thing to me. If that causes stress on the markets, then the markets were not fair to begin with.