CGOV.8:5.1 - A summary that retains the material conditions

In a constructed company, a proposed one-year supplier maintenance contract costs 60 and requires a shareholder vote. The supplied rules entitle all shareholders to a summary of its scope, price, material related-party interest and principal financial assumptions at least five days before the vote. Customer personal data must not be released to them. No right to the raw customer list is supplied.

The draft says only that the price is attractive. The underlying analysis assumes renewal of two major customer contracts, and a director owns part of the supplier. The handler puts the one-year maintenance scope, price of 60, director’s interest and renewal assumption in the summary. The author of the analysis supplies an explanation of how failed renewal would affect the financial assessment. The handler includes that consequence, removes customer identifiers and delivers the permitted summary to every shareholder at least five days before the vote.

The delivered summary provides the required terms within the supplied timing and privacy conditions. Shareholders can use that information when deciding how to vote. If the renewal assumption changes before the vote, the handler returns to the applicable update duty instead of leaving the attractive-price statement unqualified.