Proxies

News & Analysis as of

Is This Proposed Amendment To Delaware’s Stockholder Consent Statute Really Needed?

Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent. The Corporation Law Section of the Delaware State Bar is...more

The Corporate Governance Review: Chapter 4: Canada

OVERVIEW OF GOVERNANCE REGIME - Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in...more

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

SEC Staff Provides Guidance on Unbundling Proxy Proposals to Amend Fund Charters

The staff of the SEC’s Division of Investment Management issued a Guidance Update discussing its position that a single proxy proposal to amend an investment company charter must be “unbundled” to provide a separate vote for...more

Just Who Is Behind The Universal Proxy?

Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission. Indeed, the CII did submit this petition on January 8, 2014. ...more

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

Proxy Contests On The Rise – Activists Emboldened By Success

According to data released last week by The Conference Board, activist shareholders are driving a significant uptick in proxy contests. During the first half of 2013, Russell 3000 companies saw more than a 45 percent spike...more

Who Will Speak on Your Behalf? Choosing a Health Care Proxy

In New York, the law allows you to pick someone you trust to act as a proxy, or decision-maker, on your behalf to make health care decisions if you are unable to make them for yourself....more

Why You Need a Durable Power of Attorney

You may have heard the term durable power of attorney, but you may not know what it is, how it works, and whether you need one....more

In re Plains Exploration & Production Co. S’holder Litig., Consol. C.A. No. 8090-VCN (Del. Ch. May 9, 2013) (Noble)

In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more

Public Company Adviser - April 2013: New Life Breathed into SEC’s Unbundling Rules

The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s...more

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Owners' Request For Records - the Lahrkamp Saga Continues

Another follow-up to our previous posts on “Owners Requests for Records”. As we previously posted, the Court agreed to vary its original order that the Corporation provide access to Mr.Lahrkamp to proxies and ballots by...more

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