Proxy statements under Maryland Law – 2015

• Jurisdiction: South Africa
• Author: James J Hanks Jr
• Pages: 95-109
• Citation: (2015) 1(2) JCCL&P 95
• Published date: 16 August 2019
• Date: 16 August 2019

95

PROXY STATEMENTS UNDER

MARYLAND LAW — 2015

JAMES J HANKS Jr

Partner, Venable LLP, Baltimore, MD

MICHAEL A LEBER

Partner, Venable LLP and a member of the firm’s corporate group

I INTRODUCTION

In light of the proxy season in 2015 and based on our prior experience

reviewing proxy statements for Maryland public companies, we drew

attention to certain matters of Maryland law in our firm’s (Venable

LLP) client memo dated 19 February 2015. The matters, about which

we often receive questions, are discussed in this practice note. As

in the past, we are available to review draft proxy statements for

Maryland law compliance. Because the same principles generally

apply to both corporations formed under the Maryland General

Corporation Law (MGCL) and to real estate investment trusts (REIT)

formed under the Maryland REIT Law ( MRL), we generally refer

hereafter only to corporations.

II VIRTUAL STOCKHOLDER MEETINGS

We have recently seen increased interest in holding stockholder

meetings on the internet. A virtual meeting is subject to certain

notice and procedural requirements set forth in the statute. The

MGCL expressly authorises the board of directors, if it is otherwise

authorised to determine the place of a meeting of stockholders, to

determine that the meeting will be held solely by means of remote

communication. The MGCL also requires that the board of directors

provide a ‘place’ for a meeting of the stockholders if requested by

a stockholder. This requires only that the corporation provide a

physical location for the requesting stockholders to access the

meeting of stockholders on the internet. It does not require the board

of directors to transform the meeting into a traditional stockholders

meeting held at a single location, or update the notice of the meeting.

The MRL does not contain a counterpart to the MGCL provision on

shareholder meetings by remote communication and simply requires

that the declaration of trust provide for an annual meeting of

shareholders ‘at a convenient location’. We believe that a REIT could

(2015) 1(2) JCCL&P 95

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