News & Analysis as of

Board of Directors Voting Requirements

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more

BCLP

UK Corporate Briefing - March 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

Venable LLP

Protecting Closed-End Investment Companies under Maryland Law

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Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more

Ward and Smith, P.A.

One of These Things Is Not Like the Other: Proxies, Written Ballots, and Electronic Voting

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All community associations, at least annually, are faced with action items requiring a vote of their membership.  For example, community association membership participation is necessary on an annual basis to elect the...more

Allen Matkins

Don't Go Out On A Limb And Seek Enforcement Of These Voting Agreements

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California has multiple types of nonprofit corporations.  The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation.  The statutes applicable to these three entities are similar...more

McAfee & Taft

Flexibility for Oklahoma nonprofit corporations

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In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more

Fox Rothschild LLP

Delaware General Corporation Law Updates Tackle COVID-19, Proxy Information And Emergency Provisions

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Delaware adopted new amendments to its General Corporation Law (DGCL) on July 16, 2020. Amendments to sections 102, 110, 116, 145, 212, 228, 232, 251, 363, 365 and 367 appear to respond to the COVID-19 pandemic, while others...more

Vedder Price

SEC Extends Relief from 1940 Act In-Person Voting Requirements

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As previously reported, in March 2020, the SEC issued exemptive orders providing relief from certain provisions of the Investment Company Act of 1940 to registered funds in light of the outbreak of coronavirus disease 2019...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporate Law Amendments Address Emergency Powers, Public Benefit Corporations and Other Matters

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more

Eversheds Sutherland (US) LLP

And now for some good news - SEC no-action position provides limited relief for fund in-person voting requirements

On February 28, 2019, the Chief Counsel’s Office of the Securities and Exchange Commission’s Division of Investment Management issued a letter stating its no-action position regarding certain in-person voting requirements...more

Mayer Brown Free Writings + Perspectives

SEC Loosens In-Person Voting Requirement for BDC Boards

On February 28, 2019, the staff of the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter to the Independent Directors Council permitting board members of a business development...more

Perkins Coie

SEC Staff Relaxes Certain In-Person Board Voting Requirements for Registered Investment Companies

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The SEC’s Division of Investment Management has relaxed certain in-person voting requirements for fund boards, subject to certain conditions, in a no-action letter to the Independent Directors Council (the IDC) issued on...more

Morgan Lewis

SEC Staff Relieves Fund Boards of Certain In-Person Voting Requirements

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The US Securities and Exchange Commission staff provides new no-action relief to fund boards of directors from in-person voting requirements under certain circumstances....more

Dechert LLP

SEC Provides No-Action Relief from Certain Fund Director In-Person Meeting Requirements

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The Staff of the SEC’s Division of Investment Management (Staff) has issued a no-action letter permitting a registered fund’s board of directors (board) in certain circumstances to meet telephonically, by video conference or...more

Shumaker, Loop & Kendrick, LLP

Voting by E-mail and Written Consent

Recent amendments to section 720.303, Florida Statues, which take effect July 1, 2018, provide that members of the board of directors for a homeowners’ association are allowed to use e-mail as a means of communication;...more

Proskauer Rose LLP

Nasdaq Proposes Modifications to 20% Shareholder Approval Rule

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On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more

Dechert LLP

NASDAQ Proposes Revisions to Shareholder Approval Rules

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Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more

Orrick, Herrington & Sutcliffe LLP

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Orrick, Herrington & Sutcliffe LLP

A Baker's Dozen of Blue Chip CEO's and Leading Investors Speak Out on Corporate Governance: What Else Can be Offered to the...

A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more

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