August 31, 2004

September E-Minders is Up! We

We have posted our September issue of our complimentary monthly e-mail newsletter. FYI, you can sign up to receive it by email by just inputting your email address into this form.

By the way, Blawg rates this blog as the 2nd most popular legal-related blog, out of 630 blogs (by the way, “number of hits” on that site is the number of folks that click on their link to my blog; this blog averages about 3900 visits per day). Not bad, but I’m gunning for #1 – you can rate this blog on that site too …

Update on Ability to Hold Online Annual Meetings

Without much publicity, several states have joined Delaware to allow companies to hold their annual meetings solely online. In 2001, the Michigan Corporate Statute was amended to provide for shareholder meetings to be held “solely by means of remote communication” unless otherwise restricted by the articles or bylaws (see MCLA Sections 450.1405(3) and (4)). Oklahoma also amended Section 1056 of its Corporations Code in 2001 to permit a meeting consisting solely of remote attendance. Both of these provisions are essentially the same as Section 211 of the Delaware General Corporation Law.

Maryland also now allows for meetings by remote communication, but with a twist. Maryland law provides that the board shall provide a physical place for a meeting of the shareholders at the request of a shareholder (see §2-503 Corporations and Association Article, Annotated Code of Maryland). In comparison, Delaware’s §211 gives the board sole discretion and doesn’t provide a right of shareholders to request a physical meeting site, so Maryland law is considerably more restrictive than Delaware or Michigan.

Highlighted by the fact that companies are required to disclosure the nature of director attendence at their meetings, holding a pure online meeting continues to be dangerous from an IR perspective.

Why Discounted Stock Options (or Discounted Stock SARs) – And Not Premium-Priced Options – Might Become Popular After FAS 123 Is Revised

Stewart Reifler of Vedder Price contributed this useful practice pointer to – a hot topic along the lines of the new plenary session just announced for the NASPP Annual Conference entitled “Stock SARs: Everything You Need to Know About Implementing The New Equity Vehicle of Choice.”