Conducting Virtual Annual Shareholder Meetings for Public Companies: Best Practices, Pros and Cons
State Law Compliance, Corporate Governance, Proxy Advisory and Investor Concerns
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE webinar will examine the issues a public company should consider in planning and holding a virtual annual meeting of its shareholders. The panel will discuss Delaware and other state corporate laws relating to virtual meetings, review and amendment of corporate governance documents, SEC rules and guidance, proxy advisory firm policies, and investor concerns regarding virtual meetings.
- Virtual annual meetings during COVID: lessons learned
- Pros and cons of adopting virtual meeting format from now on
- Threshold issues when considering a virtual meeting
- Review and amendment, if necessary, of corporate charter and bylaws
- State law
- Endorsement and participation of proxy services
- Best practices
- Notice and prior communications with shareholders, proxy advisers
- Use of a hosting service: Broadridge, Computershare, Mediant
- Conducting the meeting: clear procedures allowing for shareholder participation
The panel will review these and other issues:
- Based on the experience of 2020-21, what are the pros and cons of virtual as opposed to in-person shareholder meetings?
- What kinds of instructions should be provided before a virtual meeting to ensure all shareholders have the opportunity to attend and participate?
- What positions have the SEC and the major stock indexes taken concerning virtual shareholder meetings?
- What is the role of the proxy services in conducting a successful virtual meeting?
Douglas K. Chia
Mr. Chia is a Fellow at the Center for Corporate Law and Governance at Rutgers Law School. Until June 2019, he was... | Read More
Mr. Chia is a Fellow at the Center for Corporate Law and Governance at Rutgers Law School. Until June 2019, he was Executive Director of The Conference Board ESG Center and he continues to contribute to The Conference Board as a Senior Fellow. Mr. Chia is also a Fellow at the Aspen Institute Business & Society Program, Advisor to Foresight® BoardOps (Corporate Governance Partners, Inc.) and a member of the Advisory Boards of the ESG Professionals Network and PracticalESG.com. He is a former Assistant General Counsel and Corporate Secretary of Johnson & Johnson and Assistant General Counsel, Corporate of Tyco International. Mr. Chia has held central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission. He is currently a member of the Society for Governance Professionals, Corporate Laws Committee of the American Bar Association, American Law Institute, National Asian Pacific American Bar Association, and Ascend Pan-Asian Leaders. A nationally-recognized governance expert, Mr. Chia has spoken at major conferences and seminars across the United States.Close
Philip T. Colton
Winthrop & Weinstine
Mr. Colton is a former in-house General Counsel of a public company, and has represented numerous clients (both on the... | Read More
Mr. Colton is a former in-house General Counsel of a public company, and has represented numerous clients (both on the banker and issuer side) in raising capital through IPO and private and public offerings (including IPOs). He has a wealth of public company experience, both in operational matters and public and private company M&A work. Mr. Colton also has deep experience with all aspects of REITs, funds and broker-dealer/registered representatives work (operational, regulatory and litigation) as well as many other types of matters.Close