Shareholder Votes

News & Analysis as of

Qatar Financial Centre Regulatory Authority adopts new rules for the acquisition of significant ownership positions in QFC...

Key highlights: - QFCRA must approve a change of control, whether in direct shareholding or at a parent level, with key thresholds set at 10%, 24%, 49% and 74% of voting rights or shares. - When exceeding the...more

I Find More Confusion On Tallying Votes

I recently came across the following vote tally in Item 5.07 of Form 8-K: - 73,197,209 votes for (28.9% of the voted shares) - 177,776,280 votes against (70.2% of the voted shares)... ...more

Shareholder Lawsuit About Compensation Plan Derails Annual Meeting

Plaintiffs claim the company, a Delaware corporation, did not count abstentions as “no” votes when the most recent increase in the share reserve was put to the shareholders at a special meeting in February 2013, which as an...more

What Good Can Come From Letting The Indifferent and Undecided Hold Sway?

I’ve written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex. In tackling any voting problem, it is important to know and understand the applicable voting rule. An...more

Recent Developments Relating to Hostile Deals in the US

In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more

2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go...more

M&A Update: Chancery Court Provides Another Lesson For A Reasonable Sale Process

In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial....more

The Impact of Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms That Business Judgment Review Applies to Properly...

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the more deferential business judgment rule standard of review, rather than an entire fairness standard of...more

Proxy Season: Enhanced Confidential Voting Shareholder Proposals

Fueled by the controversy during the 2013 proxy season over access to interim vote tallies, “enhanced confidential voting” proposals have been submitted to over a dozen high profile companies for the 2014 proxy season,...more

Interim Vote Tallies: To Disclose or Not to Disclose

Uncertainty continues as Broadridge flip-flops over its policy on the disclosure of interim proxy tallies in a proxy contest. In early February 2014, Broadridge announced a new policy that a company and shareholder proponents...more

Millien v. Popescu, C.A. No. 8670-VCN (Del. Ch. Jan. 31, 2014) (Noble, V.C.)

In this decision, the Court of Chancery considered whether to appoint a custodian for Boston Technologies, Inc. (the “Company”) based on allegations of director and stockholder deadlock. The Court held that the petitioner...more

Investor Voice May Rue Adoption Of Single Voting Standard

In yesterday’s post, I discussed why the Council of Institutional Investor’s blanket policy eschewing the counting of abstentions may be neither good nor legal. CII, however, isn’t the only proponent of not counting...more

On Closer Inspection, This CII “Best Practice” May Be Neither Good Nor Legal

The Council of Institutional Investors has adopted what it describes as ”a comprehensive body of corporate governance best practices”, including Policies on Corporate Governance. I question, however, whether some of these...more

I May Be Pettifogging, But I Have to Ask: Is It Time To Dump The Proxy And Give Shareholders A Ballot?

The proxy is the most misunderstood and mischaracterized of all instruments. For the record, a “proxy” is “a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s...more

"US Corporate Governance: Boards of Directors Face Increased Scrutiny"

In many ways, corporate governance in 2013 looked similar to corporate governance in 2012. Most public company directors were re-elected with shareholder support in excess of 90 percent of votes cast and only a handful of...more

40% Is Less Than A Majority But Can It Be “Control”?

Yesterday’s post concerned the Court of Appeal’s opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under...more

Start-Up Raising Capital? Some Common Features of Preferred Shares & Why Some Select Preferred Shares over Convertible Debt

When you start a business and want to attract your first round of financing, Preferred Shares is one product that can be offered to Investors. Many Founders have asked us to explain exactly what Preferred Shares are and...more

RR Donnelley Survey: Inside Scoop on Investors’ Review of Proxy Statements

Registrants and investors are increasingly placing greater focus on proxy statement presentation. As a result, over the last few years, proxy statements have evolved into more effective disclosure and marketing tools as...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

The 2013 Amendments to the Delaware General Corporation Law [Video]

Pepper partner Matthew Greenberg was interviewed by Jane Searle of The Deal about recent changes to Delaware law that will affect acquisitions of public companies, including the increased use of tender offers and trends...more

Numera Senatum! Broker Non-Votes And The Quorum Problem

In ancient Rome, the Senate could not conduct business unless a quorum was present. A senator wishing to delay action by the Senate could demand a quorum count by demanding “numera senatum!,” meaning count the house. The...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Activision Blizzard, Inc. v. Hayes, C.A. No. 497, 2013 (Del. Nov. 15, 2013)

In this en banc decision, the Supreme Court set forth the basis for its order reversing the Court of Chancery’s preliminary injunction of a stock purchase agreement under which Vivendi, S.A. agreed to sell its controlling...more

An Unexpected Impasse

If a corporation has four directors and two shareholders, one owning 60 shares and the other owning 40 shares, it seems obvious that the majority shareholder should be able to elect a majority of the board of directors. ...more

40 Results
|
View per page
Page: of 2