News & Analysis as of

Stockholders' Meetings

A Baker's Dozen of Blue Chip CEO's and Leading Investors Speak Out on Corporate Governance: What Else Can be Offered to the...

A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more

Texas Department of Insurance Seeks Input for 2016 Biennial Report to the Texas Legislature

by Locke Lord LLP on

On March 10, 2016, the Texas Department of Insurance (TDI) will hold a stakeholders meeting to seek input on the preparation of the Department’s next report to the Texas Legislature. Pursuant to Texas Insurance Code Section...more

Notice of Stockholder Meeting Required to Enforce Advance Notice Bylaws

by Morris James LLP on

Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more

Do Post-Closing Merger Price Adjustments Comport With DGCL?

by Morris James LLP on

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

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

by Latham & Watkins LLP on

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

by Dentons on

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

by Morrison & Foerster LLP on

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

by Bennett Jones LLP on

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

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

by Foley Hoag LLP on

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...

by King & Spalding on

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

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