Hi, I’m Peter and welcome to TransLegal’s lesson of the week.
Today I’m going to be talking about power of attorney versus proxy.
A power of attorney is a written authorisation for one person to act on behalf of another. The person granting the power is called the grantor and the person authorised to act is the agent or the attorney in fact.
The power granted by a power of attorney can be quite broad in scope and may include the power to sign documents on behalf of the grantor and deal with other financial and legal affairs of the grantor. But it can also be quite narrowly tailored.
Some examples of power of attorney in use are here on the whiteboard:
“I hereby exercise my authority under the power of attorney.” and
“The power of attorney was revoked”.
In the context of company law, when a person is authorised to vote a shareholder’s votes at an annual meeting of shareholders or other general meeting of shareholders, that person is typically called a proxy, not an attorney in fact.
So a proxy commonly refers to authorisation to vote on another’s behalf and is therefore more limited in scope than a power of attorney. And proxy can refer either to the representative of the grantor who is authorised to vote on behalf of the grantor or the written authorization to vote on behalf of the grantor.
Some phrases using proxy are also up here on the board:
“Britons may continue to vote by proxy for up to 20 years after they leave the country.” and
“Management which control the voting process win most proxy battles”.
Also up here on the whiteboard are a couple of other statements that use the term proxy.
Proxy fight here at the bottom is synonymous with proxy battles and that’s basically a contest between two or more opposing sides in the process of soliciting proxies from shareholders.
A proxy holder is, of course, the person who is authorised to vote on behalf of the shareholder.
And a proxy statement is the written material given to shareholders about matters on which they will vote.
That’s it for today. If you have any questions, as usual, please leave them in the comments section below and myself or one of my colleagues will get back to you. Thanks.