pud99
Senior Member
I still don't get it. 40% control (isn't it actually 47% currently?) isn't two thirds of anything and isn't a controlling stake. Their (our) 40% (47%) can be included in the two thirds but they (we) can't call the shots unilaterally.
So what's the real deal?
Ford can't fire anyone because the province doesn't in fact have control of the board?
I don't know anything about the share structure of Hydro One so I might be missing something, but it's a private company now.
It is 47%. There is only one class of voting shares of Hydro One - common shares, which carry one vote per share.
For the limited number of things that require an extraordinary shareholder resolution (66-2/3% or more of the votes actually cast needed), 47% is a veto. A shareholder with 47% of the votes cannot force through such a resolution if at least half of the remaining 53% cast votes to oppose it, but that would equally be the case for a shareholder with 50% + 1 of the votes (which is the legal definition of "control").
Most things require only an ordinary shareholder resolution (50% + 1 or more of the votes actually cast needed). As a practical matter, a shareholder with 47% of the votes can force through such a resolution. For 100% of the voting shares of a widely held publicly-traded company (e.g., Hydro One) to be cast would be nothing short of a full-blown miracle. Indeed, even in an extremely high profile matters such as proxy contests (where people are paid to try to persuade shareholders to vote for one side or the other), having 90% of the votes cast is a minor miracle. And even in the wholly unlikely event of 94% of the votes available in Hydro One actually being cast, it would take just one of the other 47% of votes to be in agreement with the 47% shareholder for the resolution to pass.
So, barring a voter turnout the likes of which is never seen, the 47% held by Ontario is quite sufficient for it to remove the board of directors of Hydro One and replace them with a board of directors who are willing to fire the CEO, because that requires only an ordinary resolution (50% + 1 or more of the votes actually cast needed). (None of this necessarily means that it would be a sensible or inexpensive thing to do so.)