Virtual annual meetings in Maryland, Supreme Court alters sales tax collection standard, and more in this issue of Business News Digest

3 min

Venable attorneys produce periodic alerts and newsletters covering a variety of topics and practice areas. For your convenience, we have assembled below a collection of the latest alerts and newsletters.

Virtual Annual Meetings in Maryland

As has become increasingly apparent over the past several years, the costs of holding an in-person annual stockholders meeting, including space, security and management and staff time, have increased. We are also reminded of how few stockholders actually attend annual meetings in person. To address these issues, many companies in the last few years have begun to hold virtual annual meetings, a practice which facilitates participation by stockholders and reduces some costs.

The Maryland General Corporation Law (the "MGCL") was amended in 2003 to provide that, if the board is authorized by the charter or bylaws to determine the place of annual meetings (which is typically the case), it may determine that "the meeting not be held at any place, but instead may be held solely by means of remote communication."

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States Win and E-Retailers Lose as U.S. Supreme Court Alters Sales Tax Collection Standard

States can now require internet retailers to collect sales taxes even if the retailer has no physical presence in the state.

In South Dakota v. Wayfair, the Supreme Court overturned its 1992 decision in Quill Corporation v. North Dakota, which limited a state's ability to impose its sales tax on an out-of-state retailer. In Quill the Court ruled that only a retailer that had a physical presence in a state by means of employees, stores, warehouses, or the like was required to collect such state's sales tax. The Quill decision is one of the main reasons why many e-commerce retailers did not have to collect sales tax for sales to out-of-state residents.

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Circuit Split Resolved – SEC ALJs Are "Officers of the United States"

In a long-awaited decision in Raymond J. Lucia v. SEC, the U.S. Supreme Court addressed the question of whether the SEC's administrative law judges (ALJs) are "Officers of the United States" and thus subject to the Appointments Clause. Holding that SEC ALJs are indeed such "officers," the Court resolved a circuit split that had been ripe for Supreme Court review. Most notable, however, was the narrow approach the Court adopted and the numerous questions it left unanswered.

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Upcoming Events

July 17, 2018: "Administration: Details and Pitfalls" at the CalCPA Estate and Trust Planning Conference

July 17, 2018: "Legal Issues of Running Social Media/Mobile Sweepstakes," a Lorman Education Services webinar

July 18, 2018: "Top Compliance Risks of Unqualified Labor in Contract Performance," a Federal Publications Seminars webinar

Additional Articles

EU Adopts Mandatory Disclosure Directive for Reportable Cross-Border Arrangements

Maryland's Response to the TCJA

Senate Foreign Relations Committee Mark-up of the BUILD Act (S. 2463)

Supreme Court: Employees Cannot Be Forced to Pay Union Fees

Money Transmission in the Payment Facilitator Model

Government Grant and Contract News for Nonprofits – June 2018