Washington Journal of Law, Technology & Arts


In 2008, Washington State amended Wash. Rev. Code § 23B.01.410 to allow electronic transmission of materials accompanying corporate notices to shareholders. This amendment, combined with an earlier change allowing corporations operating within the state to notify shareholders through certain types of electronic transmissions, incorporated several Securities and Exchange Commission (SEC) suggestions to expand the authorized uses of Internet-based technology to communicate with shareholders. However, corporations operating across state lines are subject to a complex variety of state notice requirements. These differences create an uneven national standard for which types of electronic communication constitute sufficient notice. This statutory variance compels corporations to fulfill certain consent, availability, and confirmation requirements that are not uniform among the various states. This Article examines the SEC rules related to electronic shareholder notification, surveys the applicable laws in all 50 states, and analyzes the coverage provided by the recent amendments to the Washington statute.

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