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not zombie directors

August 10, 2013

Recall the ZombieLaw post “Those aren’t zombies!” about the eternal zombie geek debate that structures the creature itself as an ambiguous monster. Then recall the phrase “zombie directors” used in regard to accusations against CableVision’s directors.

Now, law professor J Robert Brown Jr. is reifying that definition of “zombie directors” while expanding through negation. He says of JPMorgan that three of its directors are “not zombie directors” with the clear implication that they basically are.

At Cablevision the directors with less than majority support are still serving, those are the official zombie directors. At JPMorgan there is a “majority vote provision” that would require resignation from directors elected with only minority support. So let’s raise the standard, according to Professor Brown, those JPMorgan directors with bare majority support are:

not zombie directors.

because

This is a term used for directors who have a majority of the voting shares cast against them but nonetheless remain on the board.

But maybe they should resign anyway.

The zombie slope is slippery…

zombie robert brown denver sturm law

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