USA Law and Practice Contributed by: Lisa Fontenot, Jennifer Broder, Per Chilstrom and Lothar Determann, Baker McKenzie
State law and the company’s governing documents establish the framework for meetings, including the following. • Calling the meeting: typically by the board or des - ignated officers. Shareholders may have limited, or no, ability to call special meetings. • Notice: timing and delivery requirements are set by state law and the company’s governing documents (eg, Delaware generally requires ten to 60 days’ notice for annual meetings). • Record date: determines which shareholders are entitled to vote. • Quorum: usually a majority of outstanding voting shares, unless otherwise specified in the govern - ing documents (subject to any statutory or listing minimums). • Agenda and proposals: set by the board. Share - holder proposals and nominations must comply with any applicable advance notice bylaws (which most public companies have adopted). • Proxy solicitation: governed by the federal proxy solicitation rules for public companies, including disclosure and anti-fraud requirements. • Voting standards: set by state law and the com - pany’s governing documents. Typically, plurality for director elections and majority (or higher) thresh - olds for fundamental transactions. • Conduct of the meeting: the chair sets procedures for participation and order. • Inspector of elections: Delaware law requires public companies to appoint an inspector of elections to oversee voting and certify results. In Delaware, shareholders have the right to act by writ - ten consent without a meeting, unless action by writ - ten consent is prohibited by a company’s certificate of incorporation. In practice, many public companies prohibit shareholder action by written consent (with common exceptions for companies with controlling shareholders at the time of the IPO, where action by written consent may provide administrative conveni - ence). 4.4 Shareholder Claims Shareholders may bring claims primarily against direc - tors for breach of fiduciary duty, including derivative claims and direct claims.
• Derivative claims (on behalf of the company) are brought for harm to the corporation and recovery flows to the company (eg, misappropriation of assets, overpayment, dilution or oversight failures). These claims require compliance with procedural requirements, including demand on the board or pleading demand futility. In 2025, Texas authorised Texas-incorporated companies to impose a mini - mum ownership requirement (not to exceed 3%) to bring a derivative claim, which has recently been upheld by a Texas federal court. • Direct claims (on behalf of the shareholder) are brought for personal harm distinct from the corpo - ration or other shareholders (eg, inadequate merger consideration, voting interference, disclosure viola - tions or other individualised harm). These claims do • appraisal rights, allowing dissenting shareholders to seek judicial determination of fair value of their shares in certain transactions – the availability of appraisal rights and the requirements to exercise such rights vary by state; and • oppression claims for minority shareholders in closely held corporations, which are available in certain states. 4.5 Shareholders in Publicly Traded Companies Disclosure Obligations for Shareholders in Publicly Traded Companies The primary public disclosure obligation for share - holders of public companies arises under Section 13 of the Exchange Act, which requires the filing of a Schedule 13D (or a shorter form 13G) for beneficial owners of more than 5% of a class of equity securi - ties. A Schedule 13D is due within five business days of crossing the ownership threshold and requires robust disclosures, including: not require a pre-suit demand. Additional remedies may include: • ownership details; • purchase history; • a description of the shareholder’s plans or propos - als for the company; and • any contracts relating to the securities.
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