Thomas Fleming and Jacqueline Ma Publish Article in Legal Dive on Strategies for Shareholders to Compel Annual Meetings in Jurisdictions Outside of Delaware

Olshan litigation partner Thomas Fleming and counsel Jacqueline Ma authored an op-ed in Legal Dive entitled “Strategies for Shareholders to Compel Annual Meetings in Jurisdictions Outside of Delaware.” In the article, Tom and Jacqueline discuss the critical role annual meetings play in empowering shareholders to elect corporate directors and maintain oversight. In Delaware, where corporate law is deeply developed, shareholders have well-defined legal pathways to compel annual meetings if corporations delay or refuse to hold them. However, outside of Delaware, many states lack explicit precedents or statutes detailing procedural mechanisms to enforce shareholders’ rights. “In considering how to compel such a meeting outside Delaware, attorneys should carefully evaluate the procedural vehicles available in their jurisdiction, the ripeness of the case, and the scope of judicial relief available,” they write. “Even where the statute appears silent, attorneys should consider whether there are claims under common law or in equity to compel an annual meeting.” Because some jurisdictions don’t mandate annual meetings, attorneys must explore alternative claims under common law or equity, as seen in Maryland’s reliance on writs of mandamus for over a century. For states following the Model Business Corporations Act (MBCA), procedural vehicles are often available, such as statutes allowing courts to summarily order overdue meetings. “When a company refuses to hold an annual meeting, a request for judicial relief should be made with careful planning,” Tom and Jacqueline explain. “Savvy practitioners should, therefore, ensure that a detailed form order and reasons for the relief requested are presented to the Court, which will drive better chances of success.”