Shareholders Board of Directors

News & Analysis as of

Delaware Supreme Court Finds Pre-Suit Demand Was Excused

When a stockholder files a derivative suit she can avoid dismissal under Rule 23.1’s pre-suit demand-on-the-board requirement by showing that a majority of the directors were not independent enough to fairly consider her...more

GAMCO Folds on Rejection of Proxy Access Nominee

As previously noted, National Fuel Gas had rejected a proxy access nominee submitted by GAMCO Asset Management Inc. because of non-conformance with National Fuel’s proxy access by-law. Many wondered what would happen next. ...more

US Securities and Exchange Commission Proposes Amendments to Require Use of Universal Proxy Cards

The US Securities and Exchange Commission voted to propose amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees....more

Blog: CII Hunts Zombie Directors

A new analysis from the Council of Institutional Investors, announced on October 31, reports a relatively high proportion of “zombie directors” remaining on corporate boards. (The date was not lost on CII: the press release...more

SEC Proposes Requirement for Universal Proxies in Contested Director Elections

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more

Court Relies on Fully Informed Uncoerced Stockholder Vote in 'Revlon' Challenge

Vice Chancellor Joseph R. Slights III's decision In re OM Group Stockholders Litigation, Consol. C.A. No. 11216-VCS (Oct. 12, 2016), represents the latest Delaware Court of Chancery decision to apply Corwin v. KKR Financial...more

SEC Proposes Rules to Adopt Universal Proxy Cards in Contested Director Elections

At an open meeting held on October 26, 2016, the Securities and Exchange Commission (SEC) voted two to one to propose amendments for the mandatory use of universal proxy cards and additional voting options and disclosure...more

Blog: Will “universal proxy” make it to the finish line?

With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a...more

(Proxy) Voting Made Easy?

The SEC recently proposed amendments to the proxy voting rules to require parties in a contested election to use universal proxy cards that would include the names of all board of director nominees. This proposed change would...more

ISS Announces Rebranded Corporate Governance Rating System

On October 31, 2016, Institutional Shareholder Services (ISS), a proxy advisory firm, announced its rebranded corporate governance rating system. Formerly known as QuickScore, the rating system is now called QualityScore to...more

Business Litigation Alert: "Lesson Learned from Wells Fargo - What Your Board of Directors Needs to Know"

According to recent news reports, Wells Fargo management created an aggressive sales culture that encouraged employees to create thousands of fake accounts. News reports also suggest that the Board took no action regarding...more

The SEC's Proposed Universal Proxy Rule: Beneficial to Shareholders or Tilting the Result toward Activist Investors?

Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more

"SEC Proposes Rule Amendments to Require Universal Proxy Cards"

On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Blog: PwC Survey Of Directors Showed Skepticism On The Benefits Of Shareholder Engagement, Critical Views Of Some Board Colleagues...

In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits...more

Gavel to Gavel: The insolvency dilemma for directors

In light of a recent swell of bankruptcies in Oklahoma and surrounding areas – predominantly triggered by the turbulent energy market – directors should fortify their understanding of fiduciary duties owed to companies in...more

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

Turkey Corporate Newsletter - September 2016

Considering Becoming A Board Member? Read This First. Good corporate governance requires fully informed board members who are aware of their duties and the potential legal implications of their actions. Under the...more

Blog: Employees on boards — headed across the Atlantic?

As discussed, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she...more

Susan E. Rich: A Legacy of "Firsts"

Susan Elliott Rich is a legend at Baker Donelson. In fact, she holds all of the "firsts" – first female shareholder, first woman to be an Office Managing Shareholder and first woman appointed to the Firm's Board of Directors....more

The Basics of Board Service: Sheila Ronning Demystifies the Fundamentals

Long before adding women to boards was a hot topic, Sheila Ronning, CEO and founder of Women in the Boardroom, believed in the importance of providing women the opportunity to serve and excel on corporate boards. Today, as...more

What Is Good Corporate Governance? A Commonsense Approach

It seems to be a very simple question that does not always produce a clear-cut response. A group of high profile executives, including CEOs of major US corporations, tried to reach consensus on commonsense principles that are...more

Blog: CEO Group Offers List Of Commonsense Corporate Governance Principles

A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance...more

U.S. Court for District of Minnesota Dismisses Target Data Breach Shareholder Derivative Suits

On July 7, 2016, the United States District Court for the District of Minnesota granted Target’s unopposed motion to dismiss the derivative actions filed by a number of shareholders against the company relating to the...more

New Legislation Modernizes Luxembourg Company Law

The Luxembourg Parliament adopted two new laws on 18 July 2016 (the “New Laws”), which update key features of some of Luxembourg’s long-established and most frequently used corporate structures and introduce new structures....more

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