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CALIFORNIA CORPORATE & SECURITIES LAW

California And Virtual Annual Meetings

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders.  72 Del. Laws, c. 343, §§ 7, 8.  In the ensuing years, an increasing number of corporations have elected to conduct their meetings either entirely (a “virtual meeting”) or partially (a “hybrid meeting”) through electronic…

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What’s The Proper Interval Between Annual Meetings?

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 law.  Among other things, we discussed what happens when a corporation fails to hold an annual meeting of shareholders.  Although all three states provide…

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An Unexpected Impasse Revisited

Last week, I wrote about how a shareholder who owns 60% of the voting power could find herself in a deadlock situation under cumulative voting.  A former colleague on the Corporations Committee of the Business Law Section of the California State Bar, David Marion, wrote with a suggestion: the shareholder could simply vote to amend…

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The Imminent Resurrection Of Rule 14a-8 And The Renewed Significance Of State Corporate Law

The big news at the Securities and Exchange Commission last week was that it would not seek to overturn the D.C. Court of Appeals’ decision vacating Rule 14a-11 (See D.C. Circuit Delivers Harsh Judgment on SEC Rule 14a-11 and Business Roundtable v. SEC – Winners and Losers).   When the SEC adopted Rule 14a-11, it also approved…

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