Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On May 1, 2024, the Delaware Supreme Court, sitting en banc, reversed the dismissal of breach of fiduciary claims against Inovalon Holdings, Inc. (the “Company”) and its CEO and directors in connection with the Company’s...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more
In August 2021, the U.S. Securities and Exchange Commission (SEC) approved new board diversity listing standards for companies listed on The Nasdaq Stock Market LLC (Nasdaq). As part of these new listing standards, Nasdaq...more
Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
As issuers prepare for the end of the 2021 calendar year and the beginning of the 2022 proxy season, many will soon begin circulating director and officer questionnaires. Nasdaq-listed issuers should consider including new...more
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (Nasdaq Board Diversity Rules)....more
According to the proposed Nasdaq board diversity and disclosure rules, listed companies must disclose board-level diversity data and will be required to have two diverse directors—or explain why they don’t meet this...more
As if issuers needed a reminder that it’s always the right time to be thinking about board composition, earlier this month, the SEC approved new Nasdaq rules that will require companies listed on that exchange to collect and...more
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more
On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for...more
Corporate secretaries of public companies will soon be updating their D&O questionnaires for the 2021 proxy season, and they should consider whether to include a question that allows directors to self-identify as diverse....more
These are unprecedented times, and companies are facing important issues as they navigate the current economic, political, and social climate. The COVID-19 pandemic and Black Lives Matter movement have put the spotlight on...more
The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more
In a prior client alert, we discussed a decision by the Delaware Supreme Court, Appel v. Berkman, in which the court held that the board’s failure to disclose the reasons why the chairman of the board abstained from voting on...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season. Section I of this memo describes our...more
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more