Virtual Shareholder Meetings Reconsidered

Abstract

In 2000 Delaware enacted a statute enabling corporations to host meetings solely by electronic means of communication rather than in a physical location. Since that time, several states have followed Delaware's lead, and the American Bar Association has proposed changing the Model Business Corporation Act to provide for some form of virtual shareholder meetings. Many states believed that such meetings would prove to be an important device for shareholders who desire to increase their voice within the corporation. Instead, very few companies have taken advantage of the ability to host such meetings. This Article provides some data on state statutes covering electronic shareholder meetings as well as data regarding corporations that have conducted such meetings. This Article then discusses some of the benefits and drawbacks of conducting an electronic shareholder meeting, concluding that while such meetings may prove beneficial for some corporations, they pose risks that have led to their relatively tepid use almost a decade after such meetings were officially sanctioned.

Keywords: corporate law, corporate governance, shareholder meetings, electronic shareholder meetings, virtual shareholder meetings, shareholder rights, Del. Gen. Code tit. 8 Section 211 (2)(b)

JEL Classification: K22