For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more
Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well...more
Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more
Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more
Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more
Corporate governance practices vary significantly among public companies. This is a reflection of many factors, including: • Differences in the stage of development of companies, including the relative importance placed on...more
The Federal Permit Improvement Steering Council on November 27, 2020, proposed to add mining to the list of infrastructure sectors that are covered by Title 41 of the Fixing America’s Surface Transportation Act (FAST-41). 85...more
The Coronavirus (COVID-19) pandemic has had a huge impact on the global economy and most businesses, creating thousands of companies with urgent restructuring needs. Restructurings are ideally carried out early, quietly, and...more
Since the 2013 adoption of a new subchapter to the Delaware General Corporation Law, which provided corporate entities the ability to be formed as, or convert into, a public benefit corporation, Delaware has been an...more
One of the hot button issues frequently leading to litigation in “The LLC Jungle” is the removal of an LLC’s manager. Thoughtfully drafted LLC Operating Agreements contain provisions addressing the criteria and procedures...more
Under the National Labor Relations Act (NLRA), employees have the right to determine whether union representation is in their best interests. The freedom of employees to make this critical choice in an atmosphere free of...more
San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the...more
Those seeking to purchase assets or a business out of a Chapter 11 case employing a “loan to own” strategy may well have received a boost from a recent decision of the U.S. Court of Appeals for the Ninth Circuit....more
ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more
Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective. One of these provisions relates to supermajority voting...more
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
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
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
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 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
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
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
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
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
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