News & Analysis as of

Shareholder Approval

Fenwick & West LLP

Delaware Adopts Important Amendments to Its General Corporation Law

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On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

BCLP

UK Corporate Briefing - June 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more

Williams Mullen

[Webinar] M&A Series: The Proxy Solicitation Process in Public Company M&A - June 20th, 11:00 am - 11:30 am EDT

Williams Mullen on

Please join Williams Mullen partners Larry Parker and Will Halliday as they discuss the proxy solicitation process in public company M&A. Companies with a class of securities registered under the Securities Exchange Act of...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

Wilson Sonsini Goodrich & Rosati

SEC Approves Amended NYSE Rule Relaxing Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more

Smith Anderson

Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

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In a recent decision,  the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

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On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval to Limit Reach of Shareholder Approval Rule

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more

Stinson - Corporate & Securities Law Blog

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...more

Cooley LLP

SEC approves amended NYSE proposal to relax shareholder approval requirements for certain equity sales

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Happy new year! In September last year, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a...more

Farrell Fritz, P.C.

How to Stop a Cash-Out Merger from Cancelling Your Shares

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The corporation of which you are a shareholder just sent you notice that it plans to merge with another corporation.  And although the other existing shareholders will have their shares exchanged for shares of the new...more

Latham & Watkins LLP

UK Primary Market Reforms Tracker - October 2023

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The purpose of this document is to provide an overview of the key developments around reforming the UK capital markets regime following Lord Hill’s UK Listings Review, launched on 19 November 2020 as part of the UK...more

Cooley LLP

NYSE proposes to relax shareholder approval requirements for certain equity sales

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On Friday last week, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a substantial security holder,”...more

Morrison & Foerster LLP

Advance Notice Bylaws and the Increasing Number of Stockholder Director Nominations That Are Rejected by the Target Companies

This year’s proxy season saw a significant increase in the number of companies rejecting director nominations by dissident stockholders due to purported non-compliance with the company’s advance notice bylaws....more

Katten Muchin Rosenman LLP

Lessons From Burnford: Investors, Creditors and Recovering Reflective Losses

It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more

Morgan Lewis

Delaware Provides Remedy to Multi-Share Class Corporations’ Uncertainty After Boxed

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In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more

Stikeman Elliott LLP

Ten Key Considerations for Growth Equity Investments in Canada: Part 3

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As growth equity investment strategies gain prominence in global private equity fundraising and institutional capital allocation, we have seen an increase in this type of investment in Canadian companies, particularly by U.S....more

Morris James LLP

Delaware Supreme Court Enforces Class Vote Requirement, Reasons There Is No Insolvency Exception to Section 271 Of The Delaware...

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Stream TV Networks, Inc. v. SeeCubic, Inc., No. 360, 2021 (Del. June 15, 2022) - Section 271 of the Delaware General Corporation Law provides, among other things, that a majority vote of stockholders is required to sell...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2022

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​​​​​​​The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more

Holland & Knight LLP

Addressing Underwater Stock Options

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Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more

Hogan Lovells

Stream TV Networks v. SeeCubic: Delaware court rejects “board only” insolvency exception - Corporate / M&A Decisions update series

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In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more

Dorsey & Whitney LLP

Continuing a Company from One Country to Another Country Without U.S. Registration or Exemption Triggers Shareholder Rescission...

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​​​​​​​In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

BCLP

A few lessons for internal and outside counsel from the WorldCom collapse - 20 years later

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It has now been 20 years since the historic collapse of WorldCom, Inc. (“WorldCom” or the “Company”). A review of the WorldCom collapse yields some continuing lessons for corporate counsel....more

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 2: Steps 9–15)

In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more

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