Shareholder meetings are official gatherings of the shareholders (owners) of a corporation to make certain decisions regarding the operations, management and future of the corporation. Corporations are required by law to hold shareholder meetings on an annual basis and as demanded by a certain number of shareholders (the number of shareholders that can require a meeting is usually determined by law and the governing documents of the corporation).
Generally, at the annual meeting, the corporation will take up ordinary items such as to report its business results to the shareholders and board of directors election. However, there is generally no restriction on the type of business that can be discussed at an annual meeting, as long as that item of business that is properly before the meeting (the shareholders were notified in advance that the item of business would be discussed at the meeting).
Specially called shareholder meetings are generally held to discuss more extraordinary items of business, such as discussing mergers, sales of substantially all the corporation’s assets, or dismissal or directors. Regardless of the type of meeting or business to be discussed, every meeting must be held in accordance with the requirements of law governing the corporation to be effective.
We guide our corporate clients to ensure compliance with all legal requirements surrounding shareholder meetings. We assist strategically and appropriately responding to shareholder demands for meetings, preparing and distributing sufficient meeting notices in a timely manner (including preparation and filing of Schedule 14A or 14C, as applicable, for our public corporate clients), preparing agendas and attending the meetings to ensure the meeting is conducted in an appropriate manner within the confines of the law.
Additionally, we provide post-meeting guidance and counsel related to drafting of appropriate minutes or corporate resolutions and filing any necessary disclosures for our public clients.