Handbook for the Conduct of Shareholders' Meetings, Second Edition provides concise and practical guidance on organizing and conducting shareholders' meetings for management, shareholders and counsel with a primary focus on state law. Accordingly, the Handbook includes appropriate references and citations to the Model Business Corporation Act (adopted substantially or largely in its entirety by more than 30 states and in important respects by many other states) and the corporation statutes and case law of Delaware and other jurisdictions. Federal securities law and stock exchange regulations are also referred to as appropriate. Updated and expanded, the Handbook now includes new material addressing special meetings of shareholders, advance notice bylaws, contested meetings, the roles of shareholder advisory firms and proxy solicitors, manners of stock ownership and the solicitation and tabulation of votes. Also included are a planning checklist and board resolutions for annual meetings. In addition, this updated and expanded guide discusses many other recent developments, including:

• Elimination of broker discretionary voting on director elections under Rule 452 of the New York Stock Exchange;
• Dual record dates;
• Proxy access by shareholders;
• Majority voting policies;
• Over-voting and empty voting;
• E-proxy notice and access rules; and,
• Cyber meetings.

Bonus! Included is a valuable CD-ROM of the entire volume, searchable by word or term for your convenience. Expansive and comprehensive appendices include useful sample forms, checklists, charts, and graphs. The electronic Appendices are provided in both Word and PDF format so that they may easily and quickly be downloaded and customized to your practice needs.