April 16, 2021

ABA publishes new edition of handbook for conducting shareholders’ meetings

CHICAGO, April 16, 2021 — The American Bar Association has published the third edition of “Handbook for the Conduct of Shareholders’ Meetings,” which provides concise and practical guidance on organizing and conducting shareholders’ meetings for management, shareholders and counsel of both public and private corporations.

The handbook covers interpretation and application of corporate governance issues with respect to shareholders’ meetings, focusing primarily on state law. Accordingly, it includes references and citations to the Model Business Corporation Act, the Official Comment to the Act and to the corporation statutes and case law of Model Act states, Delaware and other jurisdictions. Federal securities law and stock exchange regulations are also referenced, as is the impact of the worldwide COVID-19 pandemic.

The handbook includes:

  • Timing, notices and record date requirements for annual and special meetings of shareholders
  • Forms of share ownership and processes for voting
  • Effects of abstentions and broker non-votes
  • Guidance on virtual and hybrid meetings
  • The role, influence and voting policies of proxy advisors
  • A new supplement on Canadian federal and provincial law on the conduct of shareholders’ meetings
  • A list of commonly used terms
  • An accompanying website containing appendices with downloadable checklists, agendas, flow charts, forms and other documents for easy customization

The handbook is written by the ABA Business Law Section Corporate Laws Committee with contributions by the Corporate Governance Committee. James J. Hanks, Jr., chair of the Handbook for the Conduct of Shareholders’ Meetings Task Force, is a partner at Venable, LLP in Baltimore, Maryland, and the lead editor.

Title:                      “Handbook for the Conduct of Shareholders’ Meetings, Third Edition
Publisher:              ABA Business Law Section
Pages:                   248 pages
Product Code:       5070790
ISBN:                     978-1-64105-899-5
Size:                      7x10
Binding:                Paperback
Price:                     $74.95
Orders:                  800-285-2221 or ShopABA.org

Editor’s note: Author interviews and review copies of this book are available by emailing Katrina Krause at Katrina.Krause@americanbar.org. If you publish a review of this book, please send tear sheets or a copy for our files to Katrina Krause, ABA Business Law Section, 321 N. Clark St., Chicago, IL 60654

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