The 2013 Amendments to the Delaware General Corporation Law
On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
Shareholder activism continued unabated in 2022 and we see very little to suggest that will change in 2023. Overall, the number of activist campaigns were up 36% in 2022. However, activists continue to struggle to...more
Shareholder voting is viewed as fundamental to keeping boards and managements accountable, and, every year, billions of shares are voted at thousands of shareholder meetings of public companies. However, it is widely...more
In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more
Summary - The SEC recently approved an amendment to Section 312.07 of the NYSE Listed Company Manual which eliminates the requirement that listed companies include abstentions as “votes cast” in matters on which the NYSE...more
Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more
As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - At an open meeting last week, the SEC voted (once again, three to two) to adopt highly controversial amendments...more
On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more
On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set...more
On April 2, 2020, the proxy advisory firm Glass Lewis announced that unedited company feedback may now be included with its proxy research reports and provided “directly to the voting decision makers at every investor...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8. The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary...more
On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals. This guidance follows Corp...more
On October 16, 2019, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14K (SLB 14K), providing updated guidance concerning shareholder...more
The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set...more
A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more
As we previously blogged, The Nasdaq Stock Market filed with the Securities and Exchange Commission an amendment to its shareholder vote rule, often referred to as the 20% rule. ...more
The specter of the possible imposition of mandatory universal proxy has long been with us. The SEC apparently considered requiring universal proxies back in 1992 and, in 2014, the Council of Institutional Investors filed a...more
On July 20, 2018, the United States Securities and Exchange Commission (the “SEC”) announced that it intends to host a roundtable in the fall 2018 to hear from market participants regarding the SEC’s rules governing the proxy...more
The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more
The Peltz/P&G drama continues, with the company suggesting that Trian has lost its bid for a Board seat and the fund arguing that it disagrees with the company’s counting of the ballots....more
P&G is banking on “a variation of America’s electoral arithmetic” as its best bet for keeping Trian’s Nelson Peltz away from its board. So . . . we’ll see him on there soon [?]....more