In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
4/24/2024
/ Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Franchise Taxes ,
Nevada ,
Popular ,
Shareholders ,
Texas
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...more
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
2/10/2023
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
Shareholder engagement is an imperative for every public company. And with the recent adoption of universal proxy cards, 2023 promises to inject fresh uncertainty into how companies think about and approach that engagement....more
On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more
12/14/2022
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholders
Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more
12/20/2021
/ Board of Directors ,
Climate Change ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Data Protection ,
Financial Reporting ,
Financial Statements ,
Glass Lewis ,
Human Capital ,
MD&A Statements ,
Popular
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more
On November 24, 2020, Glass, Lewis & Co., LLC (Glass Lewis) announced that it released its 2021 Proxy Voting Policy Guidelines for the United States, and its 2021 Environmental, Social & Governance (ESG) Policy Guidelines,...more
On September 30, 2020, California Governor Gavin Newsom signed legislation mandating representation of underrepresented communities on the boards of publicly held corporations based in California. This new law, known as...more
COVID-19 continues to impact companies financially, operationally, and strategically. Confronting unprecedented levels of volatility and stock price declines, and the potential for a painful economic contraction, has many...more
4/1/2020
/ Affiliated-Business Arrangements ,
Board of Directors ,
Business Interruption ,
CARES Act ,
Coronavirus/COVID-19 ,
Economic Injury Disaster Loans ,
Employee Retention ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Shareholders ,
Small Business ,
Stocks ,
Tax Relief
In a 137-page post-trial opinion, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that an activist stockholder of PLX Technology (PLX) had acted through a principal who served on the PLX board of...more
10/25/2018
/ Acquisitions ,
Activist Investors ,
Aiding and Abetting ,
Board of Directors ,
Breach of Duty ,
Conflicts of Interest ,
Fiduciary Duty ,
Mergers ,
Sale of Assets ,
Shareholder Litigation ,
Shareholders
Two courts recently issued significant corporate law decisions that are meaningful for corporations and investors navigating an M&A transaction or a proxy contest. Interestingly, both decisions arose outside of Delaware,...more
5/11/2018
/ Acquisitions ,
Board of Directors ,
Bylaws ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Mergers ,
Popular ,
Proxy Contests ,
Shareholder Activism ,
Shareholder Litigation ,
Xerox
A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more