News & Analysis as of

Director Nominations

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Farrell Fritz, P.C.

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Wilson Sonsini Goodrich & Rosati

Approaching Shareholder Engagement in 2023

Shareholder engagement is an imperative for every public company. And with the recent adoption of universal proxy cards, 2023 promises to inject fresh uncertainty into how companies think about and approach that engagement....more

Morgan Lewis

Corporate Registers (Miscellaneous Amendments) Act Strengthens Singapore’s Corporate Governance Regime

Morgan Lewis on

The Singapore Parliament recently passed the Corporate Registers (Miscellaneous Amendments) Act, which seeks to amend the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to strengthen Singapore’s corporate...more

Hogan Lovells

Rosenbaum v. CytoDyn: Noncompliance with advance notice bylaw can block shareholders’ board nominees - Quarterly Corporate / M&A...

Hogan Lovells on

In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership.  Election of directors is where shareholders can directly exert their influence on the corporation,...more

Proskauer - Government Contractor Compliance...

OFCCP Director Leen Nominated to Serve as OPM Inspector General

On February 3, 2020, the President Trump announced his intent to nominate Craig Edward Leen, the current OFCCP Director, to serve as the Inspector General at the Office of Personnel Management. The Office of the Inspector...more

A&O Shearman

Delaware Supreme Court Finds Dissident Board Nominees Ineligible Because Of Noncompliance With Bylaws Deadline To Respond To...

A&O Shearman on

On January 13, 2020, in an opinion authored by Justice Karen L. Valihura, the Supreme Court of Delaware held that defendants—two investment trusts—were permitted to disqualify the board nominees of a plaintiff shareholder for...more

White & Case LLP

Japan's 2019 Proxy Season Results Announced (Shareholder Activism Update)

White & Case LLP on

Another record breaking year for shareholder proposals, including significant support for activists' and other dissident proposals - The number of shareholder proposals made by activist shareholders, votes against...more

Jones Day

Universal Proxy Card Delivers Win to Challengers in EQT Proxy Fight

Jones Day on

The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more

Dechert LLP

SEC Staff Issues New Guidance on Board Diversity Disclosures

Dechert LLP on

The staff of the U.S. Securities and Exchange Commission recently issued new Compliance & Disclosure Interpretations (116.11 & 133.13) encouraging public companies to provide details on how they consider diversity when making...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Interpretive Guidance on Board Diversity Disclosures

On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more

Sheppard Mullin Richter & Hampton LLP

SEC Issues New Guidance on Diversity Disclosure Requirements

On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies...more

Akin Gump Strauss Hauer & Feld LLP

Diversity Disclosure Requirements: SEC Staff Issues New C&DIs Clarifying Regulation S-K Requirements

Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more

Manatt, Phelps & Phillips, LLP

CFPB News: Enforcement Action, Favorable Amicus, Possible Director Vote

Have we seen the last of Mick Mulvaney as acting head of the Bureau of Consumer Financial Protection (CFPB or Bureau)? It looks as though the Senate will finally vote on Kathy Kraninger’s nomination as director. Other new...more

Latham & Watkins LLP

Universal Proxies: What Companies Need to Know Now

Latham & Watkins LLP on

A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more

Bradley Arant Boult Cummings LLP

CFPB Student Loan Ombudsman Abruptly Resigns in Protest

In another move reflecting the Consumer Financial Protection Bureau’s (CFPB) shifting focus on student lending, the CFPB’s Student Loan Ombudsman announced his resignation on August 27, 2018. In his resignation letter, Seth...more

Dechert LLP

2018 UK Corporate Governance Code published

Dechert LLP on

A new 2018 version of The UK Corporate Governance Code has been published by the Financial Reporting Council (FRC) following a period of consultation. The new Code is broadly similar to the current 2016 Code, but is in a...more

Burr & Forman

Consumer Financial Protection Bureau Announces Launch of “Regulatory Sandbox” for Blockchain Technology and Cryptocurrencies

Burr & Forman on

Mick Mulvaney’s tenure as acting director of the Consumer Financial Protection Bureau (“CFPB” or “the Bureau”), a position he has held since November of 2017, is coming to an end. It is anticipated that President Trump’s...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - Arabic

ANTICORRUPTION DEVELOPMENTS - SEC Proposes Amendments to Whistleblower Award Program - On June 28, 2018, the Securities and Exchange Commission (SEC) proposed amendments to its whistleblower award process for the first...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - Spanish

ANTICORRUPTION DEVELOPMENTS - SEC Proposes Amendments to Whistleblower Award Program - On June 28, 2018, the Securities and Exchange Commission (SEC) proposed amendments to its whistleblower award process for the first...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - Russian

ANTICORRUPTION DEVELOPMENTS - SEC Proposes Amendments to Whistleblower Award Program - On June 28, 2018, the Securities and Exchange Commission (SEC) proposed amendments to its whistleblower award process for the first...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - Chinese

ANTICORRUPTION DEVELOPMENTS - SEC Proposes Amendments to Whistleblower Award Program - On June 28, 2018, the Securities and Exchange Commission (SEC) proposed amendments to its whistleblower award process for the first...more

Akin Gump Strauss Hauer & Feld LLP

Red Notice Newsletter - June 2018

ANTICORRUPTION DEVELOPMENTS - SEC Proposes Amendments to Whistleblower Award Program - On June 28, 2018, the Securities and Exchange Commission (SEC) proposed amendments to its whistleblower award process for the first...more

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