News & Analysis as of

Shareholder Resolution

The Arbitrability of German Shareholder Resolutions: Limited Partnerships Now also Covered

by White & Case LLP on

The German Federal Court of Justice (Bundesgerichtshof – "BGH") recently clarified that disputes over the validity of a limited partnership's shareholder resolutions may be submitted to arbitration ("Arbitrability III"...more

The Financial CHOICE Act and Shareholder Engagement

by Bryan Cave on

The Financial CHOICE Act introduced in the House this spring has largely garnered attention because of its rollback of Dodd-Frank, but the bill would also significantly change the rules governing shareholder resolutions for...more

The Latest on Shareholder Climate Activity: BlackRock Begins Explaining Its Votes

We previously noted BlackRock’s recent shareholder votes in favor of increased reporting of climate risks by ExxonMobil and Occidental. Now, BlackRock has stepped it up a notch by including “vote bulletins” on its investment...more

Exxon Mobil Shareholders Push for Climate Policy Risk Disclosure

A new trend is emerging among the country’s most influential fossil fuel investors: a demand for climate change accountability and progress towards a low-carbon economy. On May 31, 2017, a vote among Exxon Mobil’s...more

Shareholders at ExxonMobil Vote in Favor of Climate Change Reporting

On May 31, shareholders at Exxon Mobil Corp. (“ExxonMobil”) voted in favor of a climate change resolution asking the company to publish an annual report on the business impact of measures designed to limit global temperature...more

Filing the wrong articles at Companies House: what is the effect?

by Dentons on

The High Court has had to consider the impact on a company's members of the company filing the wrong version of its articles at Companies House....more

Informal shareholder resolutions: the Duomatic principle considered

by Dentons on

A recent High Court decision has considered whether a company's shareholders had informally amended the company's articles of association under the so-called Duomatic principle. The case highlights issues which can arise from...more

Top Ten Ethics & Compliance Predictions & Recommendations for 2016

by NAVEX Global on

To help with our predictions and recommendations, we’ve talked with industry experts, our colleagues at NAVEX Global, and ethics and compliance professionals from our more than 12,500 client organizations. Based on their...more

Court Of Chancery Explains Limits Of Ratification Defense

by Morris James LLP on

This decision reviews the history of the effect of stockholder ratification on director compensation. Briefly, stockholder ratification will cause the compensation to be subject to the business judgment standard of review...more

Sixth Circuit Warns Boards Not to Blow Off Notice of Shareholder Proposals

by Butler Snow LLP on

A recent Sixth Circuit decision indicates that company boards should proceed cautiously in providing notice of shareholder meetings, particularly where a dissident shareholder is expected to offer a resolution. ...more

Act 31/2004, Amending The Companies Act (“Ley De Sociedades De Capital”) - Improvement of Corporate Governance

by DLA Piper on

Act 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, as published in the Official State Gazette (BOE) of 4 December 2014, has introduced significant changes in Spanish...more

Does A Director Have A Contractual Right To Compensation?

by Allen Matkins on

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

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