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To qualify for voting for reverse merger for HSGX, you must own the shares before 15th July.

What happens if you sell your shares after 15th July and do not vote? How are those votes counted? Who gets to vote on those shares?

The person who buys them can not vote because they were obtained after 15th July. And the person who sold them no longer has a financial interest in the company.

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This is called “empty voting” because of exactly the problem you describe. I found two articles which discuss this, both of which make it pretty clear that the holder of the shares on the date in question is entitled to the vote; however if the subsequent ownership of the shares can be traced through then it seems that the current holder of the shares may compel the previous holder to vote in accordance with their wishes, effectively making it a proxy vote.

References: https://www.lw.com/upload/pubContent/_pdf/pub1878_1.Commentary.Empty.Voting.pdf https://digitalcommons.law.yale.edu/cgi/viewcontent.cgi?article=8932&context=ylj

  • Thanks for the feedback – JTALK Sep 15 '19 at 22:01

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