Shareholder Rights

News & Analysis as of

Summary of ISS 2016 Policy Announcements

Institutional Shareholder Services (ISS) issued new U.S. voting policies and an updated Equity Plan Scorecard FAQ, both effective for annual shareholder meetings occurring on or after February 1, 2016. This alert provides a...more

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

?B.C. Securities Commission Provides Guidance on Defensive Tactics in Re Red Eagle

On November 3, 2015, the British Columbia Securities Commission (BCSC) released its reasons in Re Red Eagle?, cease-trading a rights plan in the face of a hostile bid. In doing so, the BCSC rejected the target’s submissions...more

Les avancées de la loi Macron en matière d'épargne salariale

Enacted on 6 August 2015, France's law for growth, activity and equal economic opportunities, known as the "Macron law", designed to boost the French economy, aims to "establish equal economic opportunities and increase...more

Measures in favour of company savings plans under the Macron law

Enacted on 6 August 2015, France's law for growth, activity and equal economic opportunities, known as the "Macron law", designed to boost the French economy, aims to "establish equal economic opportunities and increase...more

Investor Advocate Recommends Rejection of NYSE Rule Change

Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without...more

What's Market? Update: Maryland REIT

For many years, it was assumed and accepted that Delaware corporate law was more advantageous to corporations than the corporate law of other states. While Delaware case law regarding corporations is still more developed...more

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Weighted Voting Rights in Hong Kong: Hopes Dashed (For Now) - Part 3

In Part 1 of this eUpdate series, we discussed the reasons why Hong Kong regulators did not approve of share structures with disproportionate voting rights, also known as the “weighted voting rights” (“WVR”) structures in...more

Governance & Securities Law Focus: Europe Edition Q3 2015

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Maryland Corporate Law Update – 2015

In the 2015 legislative session, the Maryland General Assembly implemented several useful changes to the Maryland General Corporation Law (the “MGCL”). House Bill 522 (now Chapter 526 of 2015 Session Laws and referred to...more

A Moral Victory But No Damages Awarded in AIG Bailout Litigation

The Court of Federal Claims recently held that the coercive terms of the government’s $85 billion bailout of AIG were illegal. The victory, however, was merely a moral one because plaintiffs walked away with a $0 damage...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

Court Of Chancery Permits Partial Settlement Of Appraisal Case

Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015) - This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more

Hot Topics from the Attorneys for Family Held Enterprises Conference

On June 17, the Attorneys for Family Held Enterprises (AFHE) held a midyear conference in New York City. The agenda began with an interactive presentation titled "Understanding Conflicts of Interest and Current Events in the...more

Did You Ever Wonder What You Might Do In California But Not Delaware?

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

Should Your Startup Become a Public Benefit Corporation?

With the increased attention paid to companies that feature public benefits or social impact as part of their mission or business plan and with the rise of social impact investors, more and more states are enacting public...more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Newsletter: Cooley M&A Team News - July 2015

As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more

SEC Chair White Spills The Beans On Proposal For Universal Proxies, Hints About The Exclusion For Conflicting Shareholder...

Recently, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their...more

Familiar Features in Pennsylvania’s New Entity Transactions Landscape

Comprehensive amendments to the Pennsylvania Business Corporation Law (“PBCL”) go into effect on July 1, 2015. The amendments repeal many substantive provisions of the PBCL in respect of corporate mergers. These provisions,...more

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