Updated 10/13/2008 08:51 PM

No vote needed in stock transfer

By: Aaron Mesmer

The Federal Reserve approved Wells Fargo's $11.7 billion acquisition of Wachovia on Sunday.
The Federal Reserve approved Wells Fargo's $11.7 billion acquisition of Wachovia on Sunday.
CHARLOTTE -- The path appears to be clear for the Wachovia-Wells Fargo merger. According to analysts, the biggest obstacle left is a green light from Wachovia's shareholders but some aren't ready to vote yes on the deal just yet.

"The shareholders actually own the company," said Dr. Bob Finley, a finance professor at Queens University of Charlotte.

Those shareholders are usually asked to approve any stock transfers in a merger but that's not happening right now and it has some shareholders outraged.

“It's just management and the board going ahead with something, disenfranchising the shareholders and somehow the shareholders are just supposed to be taken,” said Wachovia shareholder Mark Beck. “I read that I said, ‘this is unbelievable.’"

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Wachovia's leaders asked for and received permission to transfer all of the bank’s preferred stocks to Wells Fargo without a shareholder vote. Finley says this is rarely done.

"I think the shareholders are pretty much having to reconcile themselves that this will be a done deal, like it or not," he said.

Preferred stock accounts for about 40 percent of Wachovia's shares and that percentage is now owned by Wells Fargo. So when the deal is finally put up for a vote, just more than 10 percent of shareholders need to say yes, some of whom say they would have voted yes anyway.

"I think, numerically, it's a better deal for the shareholders just by the numbers," Wachovia shareholder Sterling Spainhour said.

But other say they feel their vote counts less now and they're not ruling out legal action against the bank.

"I'm giving some strong consideration to it because I do not think what they're doing is legal," Beck said.

Although it appears all but final, Finley says the merger might not be complete until sometime next year.