Most of the changes made by Assembly Bill A3050 are beneficial to both corporations and its shareholders. \u00a0Allowing shareholders the ability to participate by calling in remotely to shareholder meetings provides flexibility and could make it easier for corporations to have the quorum needed to hold its meetings and make decisions necessary for the corporation.\u00a0 These changes might also reduce the number of proxy votes at annual shareholder meetings of New Jersey businesses.\u00a0 However, in order to maximize the benefits of the new rules, corporations and business should speak with an\u00a0attorney\u00a0to make sure that that the bylaws of the corporation allow for remote participation or update their bylaws to include the ability to remotely participate in shareholder meetings.<\/p>\n

While the other change under this legislation may seem like a blow to shareholders, as per the Statement included with this legislation the New Jersey State Assembly noted \u201c[t]his exclusivity provision [N.J.S.A.\u00a014A:11-1(5)] follows section 13.02 (d) [of] the American Bar Association\u2019s Model Business Corporation Act and provisions enacted by several other states.\u201d\u00a0 Only if a New Jersey business or New Jersey corporation acted \u201cin fraudulent or material misrepresentation, or deceptive means, in obtaining approval of such transactions\u201d will shareholders have\u00a0alternative remedies. \u00a0This protects a corporation\u2019s Board of Directors by allowing for their business judgment, a theory long held to protect a Board of Director\u2019s actions, to guide their decision making, and allowing shareholders to voice their displeasure with a corporation\u2019s Board of Directors by dissenting when it comes time to vote on the Board of Directors actions.<\/p>","protected":false},"excerpt":{"rendered":"

New Jersey corporations and businesses are required to hold yearly shareholder meetings.\u00a0 As per N.J.S.A. 14A:5-1, these yearly meetings can be held anywhere allowed by a corporation\u2019s bylaws.\u00a0 If a corporation\u2019s bylaws do not state where the shareholder meeting should …<\/p>\n","protected":false},"author":2,"featured_media":2595,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[6],"tags":[],"class_list":["post-1116","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-business-law"],"yoast_head":"\n