The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
Delaware recently enacted significant amendments (the 2022 Amendments) to the General Corporation Law of the State of Delaware (the DGCL), enhancing Delaware’s corporate governance regime for directors and officers, while...more
Does my company need to have a Stockholder meeting every year? • According to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact...more
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
In response to the COVID-19 pandemic, the U.S. Securities and Exchange Commission previously provided guidance on updating the time, date or location of a stockholder meeting and eliminated the federal securities law...more
As concern over COVID-19, the novel coronavirus, increases and restrictions are being imposed on public gatherings, U.S. public companies have been weighing risks associated with holding in-person annual stockholder meetings....more
On April 6, Delaware Gov. John Carney issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (Emergency Order), arising from the COVID-19 epidemic. ...more
The protective governmental measures to prevent the spread of the COVID-19 pandemic, in particular, the restrictions on the assembly of persons, affects the ability of companies to act. For the time being, Stock Corporation...more
As Maryland corporations navigate this year’s proxy season, many have come face-to-face with the COVID-19 pandemic. The social distancing requirements related to the pandemic will often deter - or prevent - in-person...more
Introduction - As the global pandemic of the new coronavirus disease (COVID-19) spreads across the United States, many public companies are beginning to reevaluate the format of their April, May or June annual stockholder...more
• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more
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
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
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
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
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
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
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
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
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
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
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