Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. This is a reflection of the fact that proxies...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more
Since the Delaware Supreme Court’s 2015 Corwin v. KKR Financial Holdings decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be...more
In a wide ranging derivative action, a Facebook shareholder has filed a 193 page complaint in the Delaware Court of Chancery alleging three Facebook directors sold a total of $1.5 billion of stock while in possession of...more
Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018) - This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time....more
ISS announced updates to its policies for next year. Like Glass Lewis a month ago, ISS is also—shall we say “unfriendly”— to boards of companies that submit to shareholders a charter or bylaw ratification proposal while...more
All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
On November 30, 2016, a federal district court dismissed a shareholder derivative complaint against various current and former directors of Home Depot arising from the well-publicized data breach the company suffered between...more
Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more
In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more
On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more
The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more
On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more
Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more
On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more
This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge...more
Yesterday, I wrote about stockholder challenges to director compensation. Today’s post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The...more
Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more
The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more