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


Wednesday, January 5, 2022

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

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.

Description

Many public companies conducted virtual shareholder meetings in 2020 and 2021 due to COVID restrictions. The convenience and lower costs of such meetings for investors and board members suggest such meetings may become accepted practice post-pandemic. Counsel should understand the nuances and pitfalls of conducting virtual meetings.

The ability of a public company to transition to virtual-only meetings depends first on applicable state corporation law. While Delaware (where most public companies are incorporated) and 30 other states permit companies to hold virtual shareholder meetings, the remaining states, including New York and California, do not.

A company must structure virtual meetings to replicate an in-person meeting as much as possible. Shareholders should have clear instructions on how to attend and participate, and preparations should include communicating with any shareholders who have proposals to be voted on at the meeting. Proxy services such as Institutional Shareholder Services (ISS) and Glass Lewis should be consulted to ensure their full endorsement of the voting process.

Listen as our authoritative panel discusses current trends toward virtual shareholder meetings and best practices for conducting a virtual meeting.

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Outline

  1. Virtual annual meetings during COVID: lessons learned
  2. Pros and cons of adopting virtual meeting format from now on
  3. Threshold issues when considering a virtual meeting
    1. Review and amendment, if necessary, of corporate charter and bylaws
    2. State law
    3. Endorsement and participation of proxy services
  4. Best practices
    1. Notice and prior communications with shareholders, proxy advisers
    2. Use of a hosting service: Broadridge, Computershare, Mediant
    3. Conducting the meeting: clear procedures allowing for shareholder participation

Benefits

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?

Faculty

Chia, Douglas
Douglas K. Chia

President
Soundboard Governance

Mr. Chia is a Fellow at the Center for Corporate Law and Governance at Rutgers Law School. Until June 2019, he was...  |  Read More

Colton, Philip
Philip T. Colton

Shareholder
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

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Cannot Attend January 5?

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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