Regulatory Alerts2020-04-28
MC No. 14 s.2020 — Shareholders’ right to put items on the Agenda for Regular/ Special Stockholders’ meetings
The Securities and Exchange Commission issued this Memorandum Circular to promote good corporate governance and protect minority investors by granting shareholders holding at least five percent of outstanding capital stock the right to include items on the agenda for regular or special stockholders’ meetings. Items added after the filing of the Definitive Information Statement must be listed under "Other Matters," thereby relieving the publicly-listed company of the requirement to amend its DIS. Officers or agents who unjustly refuse this right face liability under Section 158 of the Revised Corporation Code, with board members potentially liable if the refusal was pursuant to a board resolution, unless the shareholder acted in bad faith.
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