Also known as: shareholders meeting · shareholder's meeting · shareholders' meetings · stockholders' meeting · AGM
Written by attorneys · grounded in primary & secondary sources — see below
A gathering of a corporation's shareholders convened to conduct corporate business such as electing directors or approving major transactions. The meeting may be annual or special. Record dates, notice, and voting lists determine participation and validity.
Starlight Media's bylaws authorize the board to set the record date for determining shareholders entitled to vote at the annual meeting. The board fixes the date forty-five days before the meeting. Skylar Sullivan, who acquires shares after that date, is excluded from voting even though she owns stock on the meeting day.
Southland Foods schedules a special shareholders meeting to approve a merger. The corporation mails notice to voting shareholders exactly twelve days before the meeting and includes the remote participation details required for Class B shares. Solomon Silver, who receives the notice late, cannot object to the meeting's validity on timing grounds.
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Sapphire Technologies fixes a record date and prepares an alphabetical list of shareholders entitled to notice. The list includes addresses, share counts, and email addresses for electronic notice recipients. Sierra Santos inspects the list two business days after notice is sent and confirms her voting eligibility before the annual meeting.
Sierra Solutions elects three directors at its annual shareholders meeting. The directors' terms expire at the next annual meeting under the corporation's staggered board structure. Samuel Soto, a newly elected director, serves until the second annual meeting following his election.
Sofia Stern and other shareholders of a target company sue after a merger vote at the shareholders meeting. They allege the proxy statement contained material misstatements that affected the outcome. The court examines whether the false statements caused the merger approval.
Sean Steele's board attempts to expand the board and fill new seats before a shareholders meeting. Blasius Industries challenges the action as interfering with the shareholders' ability to elect directors at the upcoming meeting. The court scrutinizes whether the board action improperly impedes the voting franchise.
A corporation may hold a special meeting when the board calls it or when persons expressly authorized by the articles or bylaws call it. Managers or other insiders lack authority unless the governing documents designate them.
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Notice must be sent no fewer than ten and no more than sixty days before the meeting. When remote participation is authorized for a class, the notice must describe the means of remote communication for that class.
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A bylaw that contradicts an express article right granting shareholders the power to demand a special meeting is invalid. The articles control over inconsistent bylaws.
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Shareholders may remove directors with or without cause unless the articles expressly provide that removal is permitted only for cause. The articles must contain a clear statement displacing the default rule.
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…proposal required that the merger would have to be approved by a majority of UOP's outstanding minority shares voting at the shareholders meeting at which the merger would be considered and, in addition, that the minority shares voting in favor of the merger, when coupled with Signal's 50.5 per cent interest, would have to comprise…