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
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
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)
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
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
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