Why Does the DGCL Impose a 60-Day Cap on When Notice of a Shareholder Meeting May be Given

A question from class

In Business Associations this week, while we discussing shareholder meetings, a student asked a question that stumped me:

Why does the notice requirement for meetings have a maximum amount of notice that can be provided (60 days)?¹

I understand intuitively why there would be a minimum notice requirement, but a maximum notice requirement is unintuitive to me, as I imagine that more notice is better.

I don’t get stumped in class very often these days but it’s always sort of fun when it happens. (Getting tenure turned being stumped from a moment of panic into a learning opportunity.)

So I took a dive into Delaware Law.