Also known as: dates of record · record date
Written by attorneys · grounded in primary & secondary sources — see below
A date fixed by a corporation's board of directors or by statute for determining which shareholders are entitled to receive notice of a meeting, vote on corporate matters, or receive distributions. The date establishes the shareholder list for the relevant corporate action and prevents later changes in ownership from affecting eligibility.
Desert Oil's board fixes the record date for its annual director election on March 1 and mails notices. On March 15 minority shareholders adopt a bylaw requiring reimbursement of proxy expenses. After the election Denise Donovan demands reimbursement for her solicitation costs. The corporation refuses because the record date preceded the bylaw's adoption.
Dawson Steel schedules its annual shareholders meeting for June 15. The board fixes April 20 as the record date for determining who may vote. The notice sent to shareholders states both the meeting date and the April 20 record date. Only shareholders listed on April 20 receive the notice and may vote.
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Diamond Manufacturing, a Delaware corporation with substantial California operations, sets a record date for its director election. A California shareholder challenges the election under California law. The court applies Delaware law to the internal affairs issue including the validity of the record date.
UOP's board sets a record date for the shareholder vote on a proposed merger with Signal. The proxy statement mailed to shareholders lists the record date and urges approval. Shareholders who acquire shares after that date cannot vote on the merger.
Farkas purchases shares of Investors Mutual and directs the certificates to be issued in his name as trustee for Williams. The declaration of trust is executed on the same day. When the corporation later fixes a record date for a dividend, only the registered owner on that date receives the distribution.
The record date fixes the list of shareholders entitled to vote. Only those who hold shares on the record date may vote, even if they later sell the shares before the meeting.
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No. A bylaw requiring reimbursement of proxy expenses cannot apply to any election for which the record date precedes the bylaw's adoption. The limitation ensures the rule operates only prospectively.
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The board of directors may fix the record date, which cannot be retroactive. If the board does not fix a date, the record date is the date the board authorizes the dividend.
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The record date becomes the date the board authorizes the distribution. The date may not be set retroactively.
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…per share was fair to the minority shareholders of UOP. A copy of the Lehman Brothers opinion letter was attached. As of the record date for the Annual Meeting there were 11,488,302 shares of UOP common stock outstanding. Of those shares, 5,688,302 were owned by shareholders other than Signal. At the meeting only 56 per…