News & Analysis as of

Annual Meeting Handbook 2015 Edition - Providing a General Overview of State and Federal Laws and Stock Exchange Rules Relating to...

INTRODUCTION – Every public company in the United States is required by its charter documents, the corporate law of its state of incorporation and the federal securities laws to hold a meeting of shareholders at least...more

Delaware Adopts Curative Procedures for Invalid Past Corporate Actions

Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more

SEC Timeout on Proxy Access Issue Has Wider Implications

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

Are We Closer to Fixing the Proxy Voting System?

The integrity of the shareholder vote is a cornerstone of shareholder democracy for public companies. Shareholders’ ability to “have their say” is exercised at shareholder meetings largely through proxy voting, which is a...more

Blog: Speakers Comment On Exclusion Of Shareholder Proposals As False And Misleading, Rule 14a-8(i)(3)

At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder...more

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

Developments & Predictions for the 2015 Proxy Season

In a January 2015 webcast, Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice,...more

Blog: Corp Fin Director Higgins Shares His Thoughts On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9),...more

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

Trinity Wall Street Responds in Appeal of Exclusion of Shareholder Proposal

Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8. Trinity...more

Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and...

Publicly traded REITs today face an increased risk of potential shareholder activism, proxy fights and otherwise hostile overtures. In response to this growing trend, public REITs should examine their corporate governance...more

Why Every Day Is Proxy Season for Public Companies [Video]

Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley Partner John Wilson explains how the...more

Issuer Welcomes Shareholder Proposal

A coalition of investors submitted a shareholder resolution to Royal Dutch Shell plc. The resolutions titled ‘Strategic Resilience for 2035 and Beyond’ call for company disclosures on: - ongoing operational emissions...more

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

SEC Staff Will No Longer Issue No-Action Letters on Conflicting Shareholder Proposals During the 2015 Proxy Season

The staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “SEC Staff”) recently announced that it would refuse to grant no-action relief during the 2015 proxy season to companies seeking...more

Minority Shareholder Oppression In Family Businesses In Pennsylvania

Decades ago, Pennsylvania courts, as well as other state courts, were reluctant to interfere with business judgments of majority shareholders managing a corporation, even where the expectations of a minority shareholder had...more

"US Corporate Governance: Boards of Directors Remain Under the Microscope"

For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

Minority Shareholder Rights In Pennsylvania And Florida: A Tale Of Two Very Different Approaches

This article analyzes the development of the law relating to treatment of minority shareholders in Pennsylvania and Florida. The article discusses what type of conduct is actionable, what remedies are available as well as...more

Preparing for the 2015 AGM and reporting season

As the 2015 AGM and reporting season gets underway, this bulletin gives an overview of the key changes affecting listed companies. Directors' remuneration report The 2015 AGM season will see the second year of...more

Blog: Glass Lewis Jumps Into The Fray On Exclusion Of Shareholder Proposals For Proxy Access

The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting...more

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

Amicus Briefs Pour in for Wal-Mart Shareholder Proposal Case

Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

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