Also known as: record dates · record-date
Written by attorneys · grounded in primary & secondary sources — see below
The date fixed by a corporation's board of directors for determining which shareholders are entitled to receive notice of a meeting, vote at a meeting, receive a distribution, or exercise other specified rights. If the board does not fix a record date, the statute supplies a default date, such as the date the board authorizes the action.
Rocky Mountain Mining set March 1 as the record date for its contested director election. On March 15 the board adopted a bylaw requiring reimbursement of reasonable proxy-solicitation expenses. Shareholder Roger Ramirez, who had already begun soliciting proxies, demanded payment after losing the vote. The corporation refused because the record date preceded adoption of the bylaw.
Riverfront Developments mailed notice of its annual meeting twenty days before the scheduled date. The notice stated that the record date for determining shareholders entitled to vote was different from the record date for receiving notice. Shareholders who acquired shares after the voting record date received no vote despite holding stock on the meeting date.
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VantagePoint Venture Partners held shares in a Delaware corporation with substantial California contacts. On the record date used to count voting securities under California law, more than half the shares were held by California addresses. The court applied Delaware internal-affairs doctrine rather than the foreign-corporation statute triggered by that record-date count.
UOP, Inc. set a record date for the shareholder vote on a proposed merger with Signal. Only shareholders listed on the books as of that date received ballots. Minority holders who bought shares after the record date could not vote even though they owned stock when the meeting occurred.
The record date defaults to the date the board authorizes the distribution. That date fixes which shareholders receive the payment even if shares change hands before the actual payment date.
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No. The statute expressly provides that a reimbursement bylaw cannot govern any election for which the record date precedes the bylaw's adoption. The timing rule protects the settled expectations of shareholders and candidates once the electorate is fixed.
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Only shareholders entitled to vote as of the record date for notice must receive notice. The corporation need not notify later transferees even if they own shares on the meeting date.
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A shareholder who solicits proxies after the record date but before a later-adopted reimbursement bylaw cannot recover expenses under that bylaw. The record date fixes the election for purposes of the timing limitation.
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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…