Majority Voting Policies

News & Analysis as of

ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

ISS Updates 2017 Voting Policies, Including Adoption of Policy to Recommend Against NCG Committee Members of Companies that...

On November 21, 2016, Institutional Shareholder Services (ISS) released final changes to its voting policies for 2017. One of ISS’s changes is the adoption of a new policy to recommend against the election of Nominating &...more

Corporate Governance Survey - 2016 Proxy Season Results

A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more

ISS Proposed 2017 Voting Policy Would Result in Recommendations Against NCG Committee Members of Many REITs

On October 27, 2016, ISS released certain proposed changes to its voting policies for 2017 for comment. One of its proposed changes is to recommend against the election of NCG committee members of any company that eliminates...more

Simple Majority Voting And The Magna Carta

Some activists are continuing to submit stockholder proposals seeking the implementation of “simple majority voting”.  For example,  Morgan Stanley’s 2016 proxy statement includes the following proposal from Newground Social...more

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more

TSX-Listed Companies Face Mandatory Majority Voting for Director Elections

The Toronto Stock Exchange has approved amendments to the TSX Company Manual relating to director elections. Under the amendments, which come into effect on June 30, 2014...more

40% Is Less Than A Majority But Can It Be “Control”?

Yesterday’s post concerned the Court of Appeal’s opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under...more

Flaa v. Montano, et al., CA No. 8632-VCG (Del. Ch. Oct. 4, 2013) (Glasscock, V.C.)

In this action brought under 8 Del. C. § 225, Michael Flaa (the “Plaintiff”) sought to confirm the removal of certain members (the “Defendants”) of the board of CardioVascular BioTherapeutics, Inc. (“Cardio”) by action taken...more

Note to Majority Shareholders in Iowa - Don't be Oppressive.

The Iowa Supreme Court recently adopted a reasonableness standard for the adjudication of minority shareholder claims of oppression under the Iowa Business Corporations Act....more

TSX New Company Manual Rules Regarding Election Of Directors And Majority Voting Are Now Effective

On December 31, 2012, the recent amendments to the TSX Company Manual regarding director elections and majority voting became effective. Under the new rules, TSX-listed companies are required to...more

Commentary On Toronto Stock Exchange Amendments And The Proposed Amendment To Part IV Of The Toronto Stock Exchange Company Manual

I. BACKGROUND - On September 9, 2011, the Toronto Stock Exchange (the “TSX”), an exchange in the TMX Group, published a request for comments regarding a number of rule amendments to the Toronto Stock Exchange Company...more

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