Delaying Shareholder Meetings

One of the challenges that companies face during the COVID-19 pandemic is how to comply with corporate law requirements relating to annual general meetings ("AGMs") in light of government-imposed restraints on public gatherings and physical distancing constraints. An option is for a company to delay their AGM.

The time for holding a shareholder meeting is largely governed by corporate legislation, as well as exchange rules for listed companies. Section 182 of the British Columbia Business Corporations Act (the "BCBCA") provides that companies must hold their AGM at least once each calendar year and not more than 15 months after the preceding AGM. Pursuant to section 133 of the Canada Business Corporations Act (the "CBCA"), a company must call its AGM not later than 15 months after the preceding AGM but no later than 6 months after the end of the corporation's preceding financial year. Section 464 of the TSX Company Manual provides that a company must hold its