News & Analysis as of

Majority Voting Policies

Delaware Ruling Highlights Difference With New York Over Amending LLC Agreements

by Farrell Fritz, P.C. on

The common perception among practitioners familiar with the business entity laws of New York and Delaware is that Delaware law generally is friendlier to, and more protective of, majority ownership and management interests....more

No Such Thing as March Break – Selected Corporate and Securities Law Developments

March was a busy month for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX) and Canadian Securities Administrators (CSA), as well as developments regarding...more

TSX - Skirting the Rules No Longer - TSX provides guidance on the use of "exceptional circumstances" in issuer majority voting...

by Bennett Jones LLP on

On March 9, 2017, the Toronto Stock Exchange (TSX) issued Staff Notice 2017-001 (the Staff Notice), which provides guidance on the TSX's majority voting requirement and the use of advance notice policies for director election...more

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

ISS Corporate Governance and Compensation Voting Policies for 2017

by Goodwin on

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...

by Goodwin on

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

by Fenwick & West LLP on

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

by Goodwin on

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

by Allen Matkins on

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

by Bennett Jones LLP on

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”?

by Allen Matkins on

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

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

by Davis Brown Law Firm on

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

by Dentons on

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

by Dentons on

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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