Annual Meeting

News & Analysis as of

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

SEC Proposes Universal Ballots in Contested Elections

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more

US Commodity Futures Trading Commission Chairman Speaks to SIFMA Annual Meeting Regarding the Agency’s Ongoing Work and Rulemaking...

Timothy Massad, Chairman of the CFTC, spoke at the SIFMA annual meeting about clearinghouse regulation, technological changes and finishing Dodd-Frank rulemaking. Massad first highlighted ongoing CFTC work regarding stress...more

What's So Special About Special Meetings? A Brief Look Into Special Meetings of Property Owner Associations

All North Carolina property owner associations are required by law to have regular meetings of the Board of Directors ("Board") and at least one annual membership meeting to discuss and transact certain association business. ...more

I Really Like “I [LOVE] NY” – The History Of An Iconic Logo And Ad Campaign

I am in New York City for the Intellectual Property Owners Association’s (“IPO”) Annual Meeting. I have been to the Annual Meeting before in other cities and had a great time, but was thrilled when I heard that it was going...more

AIPF 2016 Annual Meeting in Boston

The Association of Intellectual Property Firms (AIPF) is hosting its 2016 Annual Meeting in Boston. AIPF is an international association of independent specialty law firms that specialize in patent, trademark, and copyright...more

Compliance Is Tough, Build Your Network! Roy Snell, CEO of the SCCE, Explains [PODCAST]

Compliance is a team sport, and building a network to share ideas, experience, and concerns is critical. The Society of Corporate Compliance and Ethics (SCCE) has played a big part in my growth as a professional and in my...more

Nevada Corporations And Virtual Stockholder Meetings

Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings. Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale...more

Blog: Once Disparaged, Will The Virtual-Only Shareholders’ Annual Meeting Be Rejuvenated?

For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens...more

SEC Permits Investment Adviser to Submit Shareholder Proposal on Behalf of Client

The SEC recently denied no-action relief to a request by Baker Hughes Incorporated to exclude a Rule 14a-8 shareholder proposal submitted by Newground Social Investment, SPC, a registered investment adviser, on behalf of an...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

What’s The Proper Interval Between Annual Meetings?

I enjoyed participating in the “Hot Issues For Your Annual Meeting” webcast yesterday. My comments were largely focused on California and Nevada corporate law. Roxanne Houtman of Potter Anderson Corroon LLP covered Delaware...more

SEC Approves Nasdaq Rule Change to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

The SEC has approved a Nasdaq rule change to permit Nasdaq to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

Preparation for 2015 Fiscal Year-End SEC Filings and 2016 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Results of the 2015 Proxy Season in Silicon Valley

Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more

Nasdaq Seeks to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

Nasdaq has filed a rule proposal with the SEC to permit it to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Year-End Checklist for Tax-Exempt Organizations

As the holidays approach and 2015 comes to a close, Officers and Directors are well advised to confirm that important year-end responsibilities have been addressed. Even if your organization has a fiscal year end other than...more

Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Hill Int’l, Inc. v. Opportunity Partners L.P., No. 305, 2015 (Del. July 2, 2015)

In this opinion, the Delaware Supreme Court affirmed the Court of Chancery’s entry of an injunction, barring appellants Hill International, Inc.’s (“Hill”) from conducting any business at its June 9, 2015 Annual Meeting,...more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more

Why Your Shareholder Meeting Waivers Of Notice May Not Be Up To Snuff

Like other states, California generally requires that whenever shareholders are required or permitted to take action at a meeting, notice of that meeting must be given to the shareholders entitled to vote. Cal. Corp. Code §...more

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

Blog: Push Has Come To Shove For Some Companies On Proxy Access

If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express...more

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