Institutional Shareholder Services Inc. (“ISS”) recently released its updates to its Proxy Voting Guidelines. These updates will take effect for all annual meetings held after February 1, 2025....more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
11/5/2024
/ Appraisal ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Freeze-Out Mergers ,
Mergers ,
Mortgage REITS ,
Notice Requirements ,
Shareholder Meetings ,
Shareholder Rights ,
Special Meetings ,
Takeover Bids ,
Takeovers
Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more
8/29/2024
/ Benchmarks ,
Climate Change ,
Corporate Governance ,
Diversity ,
Executive Compensation ,
Greenhouse Gas Emissions ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Shareholder Rights ,
Shareholders ,
Surveys
As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
During its 2024 session, the General Assembly of Maryland approved Senate Bill 400 and House Bill 749, amending several provisions of the Maryland General Corporation Law (the "MGCL") and the Maryland REIT Law (the "MRL"),...more
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
1/29/2024
/ Arbitrage ,
Board of Directors ,
Bylaws ,
Closed-End Funds ,
Corporate Governance ,
General Corporation Law ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Opportunities ,
No-Action Letters ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholder Rights ,
Voting Requirements
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
1/8/2024
/ Board of Directors ,
Climate Action Plan ,
Climate Change ,
Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Severance Agreements ,
Severance Pay ,
Shareholder Approval ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
As we reported in May, the General Assembly of Maryland has enacted House Bill 209 (Chapter 560 of the Laws of Maryland 2023), amending several provisions of the Maryland General Corporation Law (the “MGCL”), the Maryland...more
In one of the most significant Maryland corporate law cases in several years, involving an inter-generational family contest between (a) a 28% stockholder and former director and employee (“Mekhaya”) and (b) the corporation...more
The General Assembly of Maryland has enacted House Bill 209 (Chapter 560 of the Laws of Maryland 2023), amending several provisions of the Maryland General Corporation Law (the "MGCL"), the Maryland REIT Law (the "MRL") and...more
As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
For many years, it was commonly accepted that the corporation law of the State of Delaware was more “modern” or “advantageous” to corporations than the corporation law of most other states. In 1975, however, the General...more
Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...more
Last week, Institutional Shareholder Services Inc. ("ISS") released its annual update (the "Update") to its Proxy Voting Guidelines (the "Guidelines") outlining its changes for annual meetings beginning February 1, 2023....more
As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more
The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more