Voting Rights

News & Analysis as of

SEC Clarifies “Voting Equity Securities” for Purposes of the Bad Actor Rules

The Securities and Exchange Commission (the “SEC”) recently released additional guidance on the definition of “voting equity securities” as applied to the bad actor disqualification rules under Rule 506(d) of the Securities...more

"Insights Conversations: Joint Venture Agreements"

Joint venture (JV) arrangements offer parties a number of benefits and opportunities they wouldn’t be able to realize on their own. However, because a poorly drafted JV agreement can present significant pitfalls, careful...more

Limited Liability Companies: Handle Bankrupt LLC Members With Care

Walro v. The Lee Group Holding Co., LLC (In re Lee), 524 B.R. 798 (Bankr. S.D. Ind. 2014) – A chapter 7 trustee sought a court determination that (1) a debtor’s voting rights in a limited liability company (LLC) were...more

Amendments to the Michigan Nonprofit Corporations Act

In January 2015, Governor Snyder signed Michigan Senate Bills 623, 624, and 929, which make significant revisions to the Michigan Nonprofit Corporation Act (MCL 450.2101 – 450.3192) (the “Act”). The purpose of these companion...more

European High Yield and leveraged loans: Has the convergence gone too far?

The growth of the High Yield (HY) market in the leveraged finance arena has, save for a few short term downturns, continued unabated since the onset of the financial crisis. The financial crisis and the continued...more

Blog: Is “Tenure Voting” A Possible Cure For “Raging Corporate Activism”?

In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980’s that could, on reexamination, be “a bulwark against short-termers who...more

Act 31/2004, Amending The Companies Act (“Ley De Sociedades De Capital”) - Improvement of Corporate Governance

Act 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, as published in the Official State Gazette (BOE) of 4 December 2014, has introduced significant changes in Spanish...more

New Italian Legislation Allows Enhanced Voting Rights Capital Structures

In a break from the “one share one vote” principle, issuers of Italian-listed stocks now have more flexibility in their capital structures. Legal framework – Law Decree No. 91 of 24 June 2014, as converted...more

Governance & Securities Law Focus: Europe Edition - January 2015

In this issue: - Directive Regarding Disclosure of Non-Financial and Diversity Information Published in Official Journal - ESMA Publishes Transparency Directive Consultation on European Electronic Access Point...more

The Marx Brothers Mirror Scene: Absurdity and Comments by a SEC Commissioner

I continue my Marx Brothers’ themed week by today looking at what I and many others believe to be their most cherished routine: the Mirror Scene. Danny Leigh, in his article in the Financial Times (FT), entitled “Souped-up...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

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

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