Voting Rights

News & Analysis as of

In re Kinder Morgan, Inc. Corporate Reorg. Litig., C.A. No. 10093-VCL (Del. Ch. Nov. 5, 2014) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more

Busy Days For Voting Rights Advocates, Thanks to SCOTUS  [Video]

Nov. 14, 2014 (Mimesis Law) -- Erika Wood, Associate Professor and Director for Voting Rights & Civic Participation Project at New York Law School, talks with Lee Pacchia about the recent uptick in litigation surrounding...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...more

Academic Perspectives on Investor Activism: Q&A with Professor Laura Starks

Academic affiliate Laura Starks – the Charles E. & Sara M. Seay Regents Chair in Finance and Associate Dean for Research at the University of Texas at Austin’s McCombs School of Business – is an expert on corporate governance...more

Law Defining Nonprofit Directors’ Voting Rights to Take Effect in January

The bylaws of many California nonprofit corporations refer to “ex officio” directors, typically by reference to the chief executive, the executive director, or sometimes a representative of another entity. The term “ex...more

California’s Voting Leave Law: Employers’ Obligations as Election Day Approaches

As Election Day quickly approaches, California employers are reminded that the state voting leave law allows employees to take time off to vote in a statewide election....more

A Primer on Voting Leave Requirements: Are You Ready for the Mid-Term Elections?

General elections are scheduled for Tuesday, November 4, 2014. This mid-term election will see all 435 seats in the U.S. House of Representatives and 33 of the 100 seats in the U.S. Senate up for grabs. In addition, numerous...more

Governance & Securities Law Focus: Latin America Edition - October 2014

In this issue: - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - EU DEVELOPMENTS - European Commission...more

Governance & Securities Law Focus: Asia Edition, October 2014

In this issue: - Asia DEVELOPMENT - HKEx Releases Concept Paper on Weighted Voting Rights - US DEVELOPMENTS - SEC Developments - Noteworthy US Securities Law Litigation - Recent...more

Duke v. North Carolina

Decision of the Court of Appeals

In a major victory for voting rights, the Fourth Circuit today issued an order forbidding the State of North Carolina from implementing certain provisions in a law impeding voters rights in that state. Perkins Coie LLP...more

Wisconsin's Voter-ID Case Provides a Lesson in Interim Relief

In recent weeks, several high-profile cases involving Wisconsin public policy have come before the Seventh Circuit. In many instances, these cases have provided not only insights on the federal judicial system for the general...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

Vote-Counting Standards: A Recipe for Confusion?

Shareholder voting standards was a hot topic this proxy season and will likely continue to be of significant interest next proxy season and in subsequent years. This proxy season, shareholders submitted various proposals...more

Brevan Howard v. Spanish Broad. Sys., Inc., C.A. No. 9209-VCG (Del. Ch. June 27, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Delaware Court of Chancery denied defendant’s motion to dismiss, finding that plaintiffs had standing and sufficiently pled their breach of contract claim. Defendant, Spanish...more

Implications of the New California LLC Act

On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more

Some Things That The Corporations Code Doesn’t Tell You About Annual Meetings

Annual meetings of shareholders are important. If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court may summarily order a...more

Voter ID Law Strike Down A Victory For Justice

When a federal judge ruled that a voter ID law citing it violated the U.S. Constitution’s guarantee of equal protection, they upheld the rights of all in the face of political motives. Those who support such laws do not...more

Changes to French takeover rules

A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014. The Law makes good a promise, made by François Hollande in...more

What Every California LCC Needs To Know About California's New Revised Uniform Limited Liability Company Act

New changes to California's limited liability company law affect many of the rules governing operation of limited liability companies ("LLCs"). These changes include the default provisions that automatically apply when the...more

Important changes to French Insolvency Legislation

Article 2 of Law no. 2014-1 of 2 January 2014 enabled the French government to simplify and secure the legislation relating to companies in difficulty. Following consultation with practitioners, the French government...more

Weekly Recap – Election News and Trends February 3, 2014

Voting-rights activists sue Debra Bowen claiming mass exclusions by The Sacramento Bee - February 4 – Voting-rights advocates sued Secretary of State Debra Bowen for voter disenfranchisement on Tuesday, claiming she...more

Preservation Of Hard Won Voting Rights Is A Timely Pro Bono Mission

Recently, I was going through boxes while cleaning out my mother's house when I found something that was at once a historical relic and a timely reminder that the more things change, the more they stay the same - it was her...more

Hope Palmdale Didn’t Throw Away Those Lawn Signs!

Just imagine how it would feel to be a voter, candidate, or an election official in Palmdale today. Yesterday, on a split decision of 2-1, the Second Appellate District of the Court of Appeal overturned the lower court’s...more

I Don’t Want To Express A Preference, But I Want My Vote To Count

I’ve always considered majority voting to be a profoundly illogical concept that evidences a fundamental misunderstanding of the mechanics of shareholder voting....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

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