Voting Powers

News & Analysis as of

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

A New Development Bank - A New Funding source and a New Way of Doing Things for Energy and Infrastructure Projects Globally

On 7 July the five BRICS countries of Brazil, Russia, India, China, and South Africa formally launched the New Development Bank (NDB) at the inaugural meeting of the institution's Board of Governors in Moscow, Russia, ahead...more

Stockholder Proposal Seeks To Ratification Of All Decisions And Actions

For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more

PA Board of Finance and Revenue Reconstituted as Independent Tax Tribunal

Effective April 1, 2014, Pennsylvania’s Board of Finance and Revenue will be reconstituted with independent voting members and other improved procedures. (HB 465) This is a change we and many other practitioners, as well as...more

Final Section 336(e) Regulations Allow Step-Up in Asset Tax Basis in Certain Stock Acquisitions

Final regulations were issued last month under IRC Section 336(e). These regulations present beneficial planning opportunities in certain circumstances....more

Unanimous Consent

Although Executive Boards can’t officially act without voting, they can vote without meeting. As long as every member agrees and the decision is memorialized in writing, a decision by “unanimous consent” is every bit as...more

Directors May Be Invested With Super Powers In Nevada But Not California

Directors With Super Powers - Sometimes investors would like to endow one or more directors with greater voting powers. This is possible with a Nevada corporation by virtue of NRS 78.330(3) which provides “ The articles...more

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