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Corporate Governance Shareholder Votes

Cadwalader, Wickersham & Taft LLP

MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders

Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more

Latham & Watkins LLP

Italy Approves New Legislation to Support Listings on Euronext Milan

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The legislation aims to enhance the competitiveness of the Italian capital markets by introducing various reforms regarding the listing process and corporate governance. Listings on Euronext Milan are supported by Bill n....more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

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The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Vinson & Elkins LLP

[Hybrid CLE Event] Every Season is Activist Season: The Big Questions for 2024 - January 31st, New York, NY

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Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more

McDermott Will & Emery

Delaware Court of Chancery Upholds Identity-Based Voting Within Single Class of Stock

McDermott Will & Emery on

A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more

Venable LLP

SEC Clarifies Proxy Rules of the Road

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On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more

Allen Matkins

Who Votes Pledged Shares?

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Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee.  Cal. Corp. Code § 702(c).   There are...more

Goodwin

SEC Brings Suit Against Owner of BitTorrent, Inc., and Settles Claims With Celebrity Endorsers of Certain Crypto Tokens

Goodwin on

On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more

Allen Matkins

The Superior Court Has The Authority To Determine The Validity Of Board Elections, But What About Recalls?

Allen Matkins on

Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of...more

Venable LLP

Preparing for Your 2023 Say on Pay Frequency Vote and Reporting Results

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Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more

International Lawyers Network

Establishing A Business Entity In Israel (Updated)

While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more

BCLP

Whoops! Should stockholders have voted as separate classes on that charter amendment?

BCLP on

What happened - A recent Delaware chancery court decision has called into question consolidated voting on charter amendments by some companies with multiple classes of common stock. In Garfield v. Boxed, Inc., the court...more

Allen Matkins

When Non-Voting Shares Must Approve A Reorganization

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The California General Corporation Law permits a corporation to issue shares with no voting rights, provided that at the time one or more classes or series of outstanding shares or debt securities, singly or in the aggregate,...more

White & Case LLP

Reminder: Voluntary ISS Annual Benchmark Policy Survey Due by August 31st

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Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

Bennett Jones LLP

Additional Canada Business Corporation Act Regulations to Come Into Force August 31, 2022

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In 2021, the Government of Canada proposed regulations that would change the director election process for certain corporations established under the Canada Business Corporations Act (CBCA). For more information with respect...more

Cooley LLP

Proxy plumbing is still a challenge—will we see improvement in 2022?

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Shareholder voting is viewed as fundamental to keeping boards and managements accountable, and, every year, billions of shares are voted at thousands of shareholder meetings of public companies. However, it is widely...more

BCLP

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

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Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more

Dorsey & Whitney LLP

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

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As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more

BCLP

2022 Proxy Season - Quick Hits

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Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

Alston & Bird

[Event] 2022 Proxy Season Outlook Seminar - November 18th, Atlanta, GA

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Alston & Bird will host this live seminar from our Atlanta office in addition to a live webcast. Learn about key developments and issues facing companies and investors and what you need to do to prepare for the 2022 proxy...more

Lowenstein Sandler LLP

New Jersey Corporations May Now Hold Any Shareholder Meeting Remotely

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What You Need To Know: •New Jersey corporations may now hold fully remote shareholder meetings even absent a state of emergency. •Boards of directors must still adopt guidelines and procedures governing remote...more

Allen Matkins

When Half A Loaf May Not Suffice

Allen Matkins on

Section 1900(a) is the only provision of the California General Corporation Law that authorizes action by an exactly 50% vote of shareholders.  This action, moreover, may be taken without any action on the part of a...more

Cadwalader, Wickersham & Taft LLP

Blasius Is Alive and Well in Delaware: Delaware Supreme Court Chides Chancery for Turning Away Stockholder’s Claims Without...

Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more

White & Case LLP

Corporate Governance: Preparing for the 2021 AGM season—key insights from 2020 and areas for focus in 2021

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As companies look to plan their FY 2020 annual report and prepare for the 2021 AGM season, we have reflected on our experience in 2020. We summarise below key learnings and what we think will undoubtedly be on the agenda and...more

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