How does voting work as to shares that are held by another corporation?

Corporate shares held by another corporation, whether domestic or foreign, may be voted (1) by an officer, agent, or proxyholder designated by the bylaws of that corporation, or (2) in the absence of such a designation, by the board, chairperson of the board, president, or any vice president of that corporation, or by any other person authorized to vote the shares by the chairperson. Cal. Corp. Code § 703(a). The person or entity voting the shares on behalf of the corporate owner is presumed to have the authority to vote the shares, unless the presumption is rebutted by evidence to the contrary. There are exceptions to these rules aimed at preventing a corporation from using its voting power to perpetuate its management. For example, shares of a corporation owned by its subsidiary cannot be voted on any matter. Cal. Corp. Code § 703(b). In addition, shares held by the issuing corporation or its subsidiary in a fiduciary capacity also cannot be voted on any matter, unless the settlor of the trust or beneficial owner of the shares possesses and exercises the right to vote the shares or gives the corporation binding instructions as to how to vote the shares. For the purpose of these restrictions, a “subsidiary” means a corporation the voting power of which is at least 25 percent owned by the parent corporation, either directly or indirectly through one or more subsidiaries. Cal. Corp. Code § 189(b).