Main Content

Introduction to the Law of Corporations: Cases and Materials

DGCL Sec. 211 - Stockholder meetings

The following provision lays out the requirements for a corporation to hold a meeting of the stockholders. There are two types of meetings of stockholders: annual meetings and special meetings. The principle business of any corporation's annual meeting is the election of the directors. It is through the annual election of directors that stockholders have their biggest voice and influence in the running of the corporation's business and affairs. Special meetings may be called by the board of directors or any person specified by the certificate or bylaws (typically the chair of the board and/or large stockholders) at any time with sufficient notice. Special meetings can be called for any reason. Usually, boards will call special meetings to ask for stockholders to vote on statutory transactions, like mergers or a corporate dissolution.