Advice for Businesses in Dealing with the Expanding Coronavirus Events

Annual Shareholders Meetings Delayed or to Be Held Virtually

March 11, 2020

Paul Hastings Covid-19 Task Force

Corporations are considering whether and under what circumstances their annual shareholder meetings should occur.  The requirement of a shareholders meeting is governed by the law of the state of incorporation, as well as the Articles of Incorporation and corporate Bylaws.  For example, Delaware law requires an annual shareholders meeting every thirteen months.  State law also governs the manner and procedure for the annual meeting and, for example, whether it must be held in person.  While some states require in-person meetings, many may allow certain aspects of the annual meeting to occur by written consent.  As a result, corporations are considering their options, including whether to delay or move the meeting or hold it virtually.1

1 See, e.g., Jessica DiNapoli & Svea Herbst-Bayliss, Spread of virus drives Corporate America into cyberspace for annual meetings, Reuters (Mar. 10, 2020), https://www.reuters.com/article/us-health-coronavirus-shareholdermeeting-idUSKBN20X2EK.