Stockholders' Meetings

News & Analysis as of

Raul v. Astoria Fin. Corp., C.A. No. 9169-VCG (Del. Ch. June 20, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery granted defendant’s motion to dismiss, finding that plaintiff was not entitled to attorneys’ fees under the corporate benefit doctrine because plaintiff had not presented a...more

The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote [Video]

Latham & Watkins partner Michael Dillard explains the M&A term Naked No Vote, where the target company shareholders vote against the proposed business combination at the special meeting in the absence of a superior proposal....more

Court Refuses to Invalidate Proxies Obtained Via Deficient Proxy Circular

In Weyburn Inland Terminal Ltd. v The Director of Corporations for Saskatchewan, 2014 SKQB 46, the Court of Queen’s Bench for Saskatchewan ordered dissident shareholders of Weyburn Inland Terminal Ltd. (the “Company”) to...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

Court Upholds Poison Pill in Response to Activist Accumulations

The Delaware Court of Chancery on May 2 rejected a request by Third Point to enjoin Sotheby’s annual stockholder meeting, scheduled for May 6, because of a “poison pill” stockholder rights plan adopted by Sotheby’s board....more

ISS Announces Key 2014 Draft Policy Updates

On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more

Canmore Consultants Ltd., v. L.O.M. Medical Int'l, Inc., C.A. No. 8645-VCG (Del. Ch. Sept. 19, 2013) (Glasscock, V.C.)

In this decision, the Court of Chancery addressed a novel question of law: Which party bears the burden of persuasion under Section 223(c) of the Delaware General Corporation Law (the “DGCL”)? Section 223(c) permits...more

Delaware Corporation Law Amended to Eliminate Need for Stockholder Approval of Back-End Merger following Successful Tender Offer

Recent amendments to the Delaware General Corporation Law (DGCL) include a new subsection that will, in many cases, eliminate the need to obtain stockholder approval of a back-end merger following a successful tender offer,...more

In re MFW Shareholders Litigation - Business Judgment Standard of Review Applies to a Going Private Transaction with a Controlling...

On May 29, 2013, the Delaware Chancery Court (Strine, C.) held that when a controlling stockholder merger has, from the time of the controller’s first overture, been subject to (1) negotiation and approval by a special...more

Delaware Court of Chancery Appoints Receiver to Ensure Stockholders’ Meeting

The Delaware Court of Chancery recently determined that the appropriate remedy for a corporation’s failure to comply with court orders to hold a long overdue stockholders’ meeting was to appoint a receiver with authority to...more

10 Results
|
View per page
Page: of 1