Bylaw Notice Requirements - "Return to Sender, Address Unknown. No Such Number, No Such Zone."

Allen Matkins

Allen Matkins

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing its agreement to be acquired by Microsoft Corporation included "N/A" as the address of its principal executive offices.  I have previously noted that the Securities and Exchange Commission does not define the term "principal executive offices", although it is mentioned in Rule 14a-8 and other rules. 

The designation of a corporation's principal executive offices, of course, is one factor in determining whether a publicly held corporation is subject to California's board quota laws.  Cal. Corp. Code §§ 301.3, 301.4, 2115.5 & 2115.6.  In addition, a domestic or foreign corporation required to file an annual statement of information (Form SI-550) must disclose the address of its principal executive office (no "s").  Cal. Corp. Code §§ 1502(a)(5) & 2117(a)(3).  

Those corporations that have decided that they have no principal executive office may want to revisit their bylaws.  Some corporate bylaws provide impose advance notice requirements on shareholders wishing either to submit a proposal for a shareholder vote or to nominate candidate(s) for election to the board.  Often these provisions require that the notice be received at the corporation's principal executive offices within a specified timeframe before the meeting.  This is problematical if the corporation is taking the position that no such office exists in its filings with the Securities and Exchange Commission.

The title of today's post quotes some of the lyrics of "Return to Sender" which was written by Otis Blackwell and Winfield Scott.  Elvis Presley recorded the song in 1962, a year before the United States Postal Service introduced the ZIP code (I remember the USPS' promotion of the new ZIP codes).  Once a registered service mark of the USPS, ZIP is an acronym formed from Zone Improvement Plan.  Before ZIP codes, the USPS had a system of postal zones (hence the reference to "no such zone").  

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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