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Making Shareholder and Director Virtual Meetings Secure

By Jonathan Bick
December 01, 2020

Despite COVID-19 pandemic disruptions, entities with shareholders must timely execute both director and shareholder meetings. The legal duty to conduct meetings has not been altered by prohibitions on gatherings. Holding director meetings and shareholder meetings via the Internet may attenuate meeting difficulties while mitigating health concerns, however, doing so raises the issue of cybersecurity.

Complying with federal securities laws, applicable state laws and traditional corporate governance practices normally results in in-person directors meetings and shareholders meetings. Such meetings have been discouraged by pandemic regulations. Suitable use of existing technologies, and amendments in entity procedures and governance documents, allow internet communications to be lawfully integrated into director meetings and shareholder meetings to overcome COVID-19 related difficulty including "social distancing" requirements and bans on large gatherings. The use of said internet communication means that cybersecurity has become an urgent concern for companies.

Shareholder meetings predominantly choose directors at their meetings. Director meetings primarily address running the firm. Shareholder meetings and director meetings each have separate meeting requirements. The internet may be used to facilitate both director and shareholder meetings exclusively held through electronic means, and without any in-person component. However, recent data breach difficulties have demonstrated that officers and directors must take commercially reasonable cybersecurity precautions, or they may be exposed to individual liability.

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