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
As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...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
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
On March 19, Dorsey attorneys successfully obtained an emergency order from the Governor of the State of Alaska, which temporarily suspends certain state laws during the coronavirus public health crisis, and allows all Alaska...more
Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances. Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed...more
"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day). The word came into the English language through Old French "ajorner" ("soup du jour" is the...more
Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was “the affirmative vote of the majority of the shares represented at the...more
Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings. Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale...more
I enjoyed participating in the “Hot Issues For Your Annual Meeting” webcast yesterday. My comments were largely focused on California and Nevada corporate law. Roxanne Houtman of Potter Anderson Corroon LLP covered Delaware...more