Legal Question in Business Law in Delaware

Hello, I am a stockholder (around 25%) in a Delaware C corp, common stocks. The company never had, in almost 4 years of operations, a single Annual Shareholder's Meeting. For this reason the stockholders (and investors) have no idea how the company, and its board, is operating.

Is there a way to force them to have the meeting?


Asked on 10/04/16, 3:00 pm

2 Answers from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

Yes there is -- subject to the statutory requirement of having an annual meeting or at lease a vote by content to elect directors. The bylaws and/or cert of incorporation may contain further requirements / provisions.

An attorney's demand letter often does wonders. Contact me directly offline.

Roman R. Fichman, Esq.

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Answered on 10/04/16, 9:41 pm
Bruce McCullough Bodell Bove', LLC

The Bylaws may well state that a written demand by X% of shareholders can force a special meeting of shareholders. The percentage could be more than your 25%, so you may want to recruit additional shareholders if possible. If you have a copy of the Bylaws, you may see other avenues, in additional to what presumably is a provision requiring an annual meeting of shareholders to elect directors. Simply demanding an annual meeting, in lieu of sufficient shareholders demanding a special meeting, may work as well.

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Answered on 10/05/16, 6:49 am


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