News & Analysis as of

Corporate Governance Shareholders

Blog: Shareholder Proposal Process In The Crosshairs

by Cooley LLP on

According to this report in Bloomberg BNA, the plans for changing the shareholder proposal process in the Financial CHOICE Act 2.0 are quite dramatic and could effectively curtail the process, if that is, the current version...more

Corporate Formalities Matter in the Transfer of Shares of Family-Owned Businesses

by Murtha Cullina on

Shares in family-owned businesses are often transferred between family members, whether through a sale or gift during a shareholder’s lifetime or through inheritance after an owner’s death. The parties to such a transfer...more

Filing the wrong articles at Companies House: what is the effect?

by Dentons on

The High Court has had to consider the impact on a company's members of the company filing the wrong version of its articles at Companies House....more

Schemes of arrangement: share splitting and exercise of voting power

by Dentons on

In a decision on a previously undecided point, the High Court has held that a share-splitting exercise, carried out by a shareholder to boost the number of shareholders voting against a scheme of arrangement, did not defeat...more

Blog: More Opposition To The Virtual-Only Annual Meeting

by Cooley LLP on

In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016. ...more

Ukraine: Adoption of laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares)...

by Dentons on

On March 23, 2017 the Verkhovna Rada of Ukraine adopted three laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares) of companies, in particular joint-stock companies, and...more

Ukraine: Adoption of laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares)...

by Dentons on

On March 23, 2017 the Verkhovna Rada of Ukraine adopted three laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares) of companies, in particular joint-stock companies, and...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

by Latham & Watkins LLP on

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Start-up Shareholders, Directors, and Officers: Role Reversal? Role Confusion?

by Bryan Cave on

When companies are in their earliest stages, the founders and advisors often serve the company as shareholders, directors, and officers. However, each role has distinct responsibilities and it is important for founders to be...more

Chancery Appoints Custodian to Dislodge Board Deadlock

by Morris James LLP on

Delaware law entrusts the management of a corporation to its board of directors. Not surprisingly, circumstances arise where a consensus among directors cannot be reached on major decisions impacting a company. In many cases,...more

Blog: Recent trends in proxy statements

by Cooley LLP on

It just isn’t proxy season without some kind of account of the latest trends in proxy statements, so here’s one from CFO.com. The first data point comes as no surprise: proxies are getting longer, providing more graphics...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Blog: Shareholder Proposals Regarding Lead Director Tenure: A Harbinger Of Things To Come?

by Cooley LLP on

The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and...more

The Different Roles of Shareholders, Directors and Officers in Family-Owned Businesses

Many family-owned businesses are organized as corporations to protect the owners from personal liability for business obligations. One consequence of organizing as a corporation is the legal separation of ownership and...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

Blog: BlackRock CEO’s annual letter asks companies to address impact of changes in global environment

by Cooley LLP on

This year, in his annual letter to corporate CEOs, Laurence D. Fink, CEO of asset manager BlackRock, challenges companies to address the impact of significant political, economic, societal and technological changes on their...more

Securities and Governance Updates – January 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

I Deliver Some Round Observations About California’s Rounding Rule

by Allen Matkins on

Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Blog: Likely Interim SEC Chair Spells Out His Priorities

by Cooley LLP on

According to this article in the WSJ, SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about...more

Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations

by K&L Gates LLP on

In Solak v. Sarowitz, C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016), the Delaware Court of Chancery held that plaintiff stated a claim that a stock corporation’s fee-shifting bylaw was facially invalid under Section 109(b) of...more

Blog: Why Does Management Seek To Exclude Shareholder Proposals?

by Cooley LLP on

In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management...more

Delaware Court Addresses Fee-Shifting Bylaw

In 2015, Section 115 was added to the Delaware General Corporation Law, or DGCL providing that Delaware corporations may adopt bylaws requiring that internal corporate claims be filed exclusively in Delaware. Section 109(b)...more

Consultation Begins Over Possible UK Corporate Governance Reform

by Dechert LLP on

The Department for Business, Energy & Industrial Strategy (BEIS) has recently published a Green Paper on options for future corporate governance reform. The Government’s stated objective is to put in place “the right checks...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

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