Securities Exchange Act 1934: Federal law governing secondary trading of securities and requiring public companies to make regular disclosures. Essential for resolutions of publicly traded companies.
Securities Act 1933: Federal law regulating the issuance of new securities. Must be considered if the resolution involves issuing new shares or securities.
Sarbanes-Oxley Act 2002: Federal law establishing enhanced corporate governance and financial disclosure standards. Affects how certain resolutions must be structured and reported.
Dodd-Frank Act: Federal law implementing financial reforms and corporate governance requirements that may affect shareholder meetings and resolutions.
State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate operations, shareholder rights, and meeting requirements.
Articles of Incorporation: Company's founding document that outlines basic corporate structure and rights. Must be consulted for compliance with any resolution.
Corporate Bylaws: Internal rules governing company operations, including procedures for shareholder meetings and resolutions.
Shareholder Agreements: Existing agreements between shareholders that may affect voting rights and resolution requirements.
SEC Requirements: Regulatory requirements for public companies, including disclosure obligations and filing requirements for certain resolutions.
Stock Exchange Requirements: Specific rules and regulations imposed by stock exchanges (like NYSE or NASDAQ) that may affect shareholder resolutions.
Notice Requirements: Legal requirements for providing advance notice of shareholder meetings and proposed resolutions to stakeholders.
Quorum Requirements: Minimum number of shareholders (by presence or proxy) required for valid meeting and resolution adoption.
Voting Thresholds: Required majority or supermajority votes needed to pass different types of resolutions.
