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?
2 Answers from Attorneys
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.
www.TheLegalists.com │ @TheLegalist
email: Info (@) TheLegalists (dot) com
t e l : 2 1 2 -- 3 3 7 -- 9 8 3 7
Disclaimer: This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. No intention exists to create an attorney-client relationship or any other special relationship or privilege through this post. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.
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.
Related Questions & Answers
If a new partner was added to an LLC and changes were made to a restricted unit... Asked 8/30/16, 11:42 am in United States Delaware Business Law
Dear Sir / Madam, I have a question. If you reply, I would be happy. I am... Asked 7/20/16, 11:10 am in United States Delaware Business Law
Hi! I need an attorney to check the contract in correspondence to US law. It is... Asked 1/27/16, 6:58 am in United States Delaware Business Law