Also known as: per proc. · p.p. · by proxy · through an agent
Written by attorneys · grounded in primary & secondary sources — see below
A Latin phrase denoting action through an authorized agent or representative on behalf of a principal.
Pablo Perez owns shares in Pinnacle Holdings and cannot attend the annual meeting. He signs an appointment form authorizing Parker Phillips to vote his shares on the proposed merger. The inspector of elections receives the form before the meeting and counts Parker Phillips's votes as valid under the corporation's voting rules.
Priscilla Parks is deployed overseas and cannot attend her wedding in State A. She sends a signed written authorization designating her brother to stand in as proxy. The officiant confirms the authorization and performs the solemnization ceremony with the brother present, creating a valid marriage under state law.
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Paige Porter authorizes her agent to procure an insurance policy from a Louisiana insurer while she is out of state. The agent completes the transaction and pays the premium. The court later examines whether the out-of-state procurement violates state regulatory requirements.
Priya Prasad cannot attend the shareholders meeting of a target company. She appoints a proxy to vote her shares in favor of a tender offer. The proxy attends and casts the votes, affecting the outcome of the contested election.
Phoebe Park owns land in the Tulare Lake Basin Water Storage District. She appoints an agent to exercise her voting rights on district matters. The agent casts the votes at the district election, determining the outcome under the one-acre one-vote rule.
Platinum Partners sends a proxy statement to shareholders seeking approval of a merger. The statement includes material representations about the transaction. Shareholders who appoint proxies based on the statement later challenge the disclosures in federal court.
It authorizes the agent to act on behalf of the principal in matters such as voting shares or participating in a marriage ceremony. The authorization must be in writing when required by statute.
Supporting sources
Loss of capacity by the principal generally terminates the agent's actual authority in the same manner as death. Apparent authority may persist only if the third party lacks notice of the termination.
The absent party must provide a signed written authorization for a third person to act as proxy. The officiant may then perform the ceremony if satisfied that the absent party consented and cannot attend.
A shareholder may vote shares by proxy when the signed appointment form or electronic transmission is received by the inspector of elections or authorized officer. The appointment is effective upon receipt and remains valid for the stated term.
A limited partner may exercise statutory rights through an agent. Any restriction in the partnership agreement applies to both the agent and the limited partner.
…Redish, The Value of Free Speech, 130 U. Pa. L. Rev. 591, 594 (1982). Corporate speech, however, is derivative speech, speech by proxy. A regulation such as BCRA §203 may affect the way in which individuals disseminate certain messages through the corporate form, but it does not prevent anyone from speaking in his or her…