Also known as:cede · cedes · ceded · ceding · cession
Written by attorneys · grounded in primary & secondary sources — see below
A list supplied by the depositary CEDE & Co. that identifies the brokerage firms holding shares recorded in its name.
Sources & Authorities· 1 source
Select any source to read its text and confirm it supports the definition.
Hornbooks
How it applies
Common Examples
6
Congressional Commerce Inquiry
Colin Chambers, a shareholder in Coastal Shipping, requested the CEDE breakdown to identify which brokers held his shares. The list allowed the company to contact those firms about regulatory compliance under federal commerce authority. Without it, the corporation could not efficiently reach beneficial owners for required disclosures.
Board Vote Verification
Caitlin Crowley sought the CEDE breakdown after Blasius Industries challenged an Atlas Corp. board election. The list revealed brokerage holders so the company could confirm voting authority. This step clarified which street-name shares supported the contested action.
Blasius Industries, Inc. v. Atlas Corp.564 A.2d 651, 660 n.2 (Del. Ch. 1988)
Merger Dissent Tracking
Charles Cunningham used the CEDE breakdown to locate brokers holding Technicolor shares before the cash-out merger vote. The list enabled notice to beneficial owners who might pursue appraisal rights. It helped the corporation manage potential claims from street-name holders.
Connor Clark requested the CEDE breakdown while investigating United Jersey Bank director conduct. The document identified brokerage firms so the board could distribute compliance materials to beneficial owners. This process supported the duty-of-care analysis in the oversight dispute.
Francis v. United Jersey Bank432 A.2d 814 (N.J. 1981)
Disclosure Obligation Check
Curtis Cannon reviewed the CEDE breakdown for Brincat corporate disclosures. The list pinpointed brokerage holders so the company could ensure accurate information reached beneficial owners. This step addressed potential liability for incomplete shareholder communications.
Malone v. Brincat722 A.2d 5, 10 (Del. 1998)
Appraisal Valuation List
Cascade Manufacturing obtained the CEDE breakdown during the Harnett appraisal proceeding. The list identified brokerage firms holding shares so the corporation could notify potential dissenters. This facilitated accurate determination of which owners qualified for fair-value claims.
Cavalier Oil Corp. v. Harnett564 A.2d 1137, 1145 (Del. 1989)
Common questions
Frequently Asked
3
What information does the CEDE breakdown actually provide?+
It identifies the brokerage firms that hold shares recorded in CEDE & Co.'s name. The list does not disclose the names or addresses of the individual customers who own the shares beneficially.
Supporting sources
How does a corporation reach beneficial owners after obtaining the CEDE breakdown?+
The company uses the list to contact the identified brokerage firms. Brokers then supply the NOBO list of non-objecting beneficial owners whose names and addresses may be disclosed.
Supporting sources
Why is the CEDE breakdown important for public corporations?+
A substantial portion of shares in public companies like IBM is recorded in CEDE & Co.'s name. The breakdown therefore serves as the starting point for reaching the brokerage firms that hold those shares in street name.
Supporting sources
542 A.2d 1182 (Del. 1988)Business Associations
…owner of 201,200 shares of Technicolor common stock, approximately 4.5% of the total issued and outstanding common stock, and Cede & Company, the record owner of the shares of Technicolor owned beneficially by Cinerama.[^maj-1] Cinerama seeks to proceed to trial on both its appraisal remedy and its equitable claim…