Shareholder proposal rule
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178. In finding that no valid board meeting had occurred, Chancellor Chandler stated...more
In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors? ...more
State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not...more