Proof of execution by securityholders: Overview, definition and example
What is proof of execution by securityholders?
Proof of execution by securityholders refers to the documentation or evidence that verifies that securityholders (such as bondholders, shareholders, or other types of investors) have agreed to or authorized a particular action, decision, or agreement related to the securities they hold. This proof is often required in situations such as voting on corporate actions, amendments to bond terms, or other matters that need securityholder approval or participation. The proof typically takes the form of signatures, consent forms, or other official records confirming that the securityholders have executed the necessary documents or provided their approval.
For example, a company may require proof of execution from shareholders to approve a merger or acquisition, where the voting results or signed consent forms provide confirmation that the required number of shareholders have agreed to the transaction.
Why is proof of execution by securityholders important?
Proof of execution by securityholders is important because it ensures that decisions affecting the securities are made legally and in compliance with the relevant laws or regulations. It provides a verifiable record that the necessary approvals have been obtained, safeguarding the interests of both the issuer and the securityholders. This proof is particularly important in matters that involve corporate governance, legal compliance, and the protection of investor rights.
For companies, having a formal proof of execution process helps prevent legal disputes and ensures that decisions are made transparently and with the appropriate shareholder consent. For securityholders, it provides assurance that their rights and interests are properly represented and that any actions taken are duly authorized.
Understanding proof of execution by securityholders through an example
A corporation is planning to issue a new class of stock and needs approval from its existing shareholders. The company sends out a consent form to all shareholders, asking for their agreement to the new issuance. The company then collects the signed consent forms, and the total number of shares voting in favor of the proposal is compared to the required threshold. The company keeps a record of executed consent from the securityholders, which serves as proof of execution for the proposal to proceed.
In another case, a bond issuer wants to amend the terms of its existing bonds (e.g., changing the interest rate). To do so, the issuer needs the approval of a certain percentage of the bondholders. The issuer sends out voting ballots to the bondholders, and the votes are collected to determine whether the amendment is approved. The proof of execution is provided by the signed ballots, confirming that the required bondholders have consented to the changes.
An example of proof of execution by securityholders clause
Here’s how this type of clause might appear in a bond agreement or shareholder resolution:
“The Company shall provide evidence of proof of execution by the securityholders in relation to the approval of any amendments to the terms of the bonds. Such proof shall consist of signed consent forms or voting records that confirm the requisite number of bondholders have agreed to the proposed amendments. The Company will retain these documents for verification purposes and to comply with applicable regulatory requirements.”
Conclusion
Proof of execution by securityholders is a critical element in the corporate governance process, ensuring that actions taken by the issuer are properly authorized and comply with legal requirements. It helps protect the rights of investors and ensures that important decisions, such as voting on amendments, corporate actions, or financial restructuring, are carried out transparently and with the necessary consent. Whether in the form of consent forms, voting ballots, or other documentation, proof of execution serves as an essential safeguard for both issuers and securityholders.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.