Section 211(a)(2) of Delaware's General Corporation Law provides that the board of directors in its sole discretion may authorize stockholders and holders of proxies to participate in and vote at an annual meeting even if not physically present at the meeting. The stockholders and proxy holders may be considered present at the meeting whether the meeting is held at a particular place or virtually and "solely by means of remote communication" if:
Exchange Listing and Delisting Requirements for Securities
TORTS AND WRONGFUL ACTS
(An Outline of Federal Securities Laws)
WASTE OF CORPORATE ASSETS