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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
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
On March 13th, the SEC’s Division of Corporation Finance issued guidance allowing companies who had already filed proxy statements to switch to virtual-only meeting formats due to COVID-19 without mailing additional proxy...more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more
Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more