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Bylaw Notice Requirements - "Return to Sender, Address Unknown. No Such Number, No Such Zone."

Recently, some companies have taken the position that they do not have a principal executive office in their filings with the Securities and Exchange Commission.  I noticed, for example, that the Form 8-K filed by Activision Blizzard, Inc. announcing its agreement to be acquired by Microsoft Corporation included "N/A" as the address of its principal executive offices.  I have previously noted that the Securities and Exchange Commission does not define the term "principal executive offices", although it is mentioned in Rule 14a-8 and other rules. 

The designation of a corporation's principal executive offices, of course, is one factor in determining whether a publicly held corporation is subject to California's board quota laws.  Cal. Corp. Code §§ 301.3, 301.4, 2115.5 & 2115.6.  In addition, a domestic or foreign corporation required to file an annual statement of information (Form SI-550) must disclose the address of its principal executive office (no "s").  Cal. Corp. Code §§ 1502(a)(5) & 2117(a)(3).  

Those corporations that have decided that they have no principal executive office may want to revisit their bylaws.  Some corporate bylaws provide impose advance notice requirements on shareholders wishing either to submit a proposal for a shareholder vote or to nominate candidate(s) for election to the board.  Often these provisions require that the notice be received at the corporation's principal executive offices within a specified timeframe before the meeting.  This is problematical if the corporation is taking the position that no such office exists in its filings with the Securities and Exchange Commission.

The title of today's post quotes some of the lyrics of "Return to Sender" which was written by Otis Blackwell and Winfield Scott.  Elvis Presley recorded the song in 1962, a year before the United States Postal Service introduced the ZIP code (I remember the USPS' promotion of the new ZIP codes).  Once a registered service mark of the USPS, ZIP is an acronym formed from Zone Improvement Plan.  Before ZIP codes, the USPS had a system of postal zones (hence the reference to "no such zone").  

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 21
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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