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
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
On March 31, 2020, six counties in the San Francisco Bay Area, as well as the City of Berkeley, extended and tightened their March 16, 2020 orders for all individuals living in those locations to shelter in place to slow the...more
4/1/2020
/ Alameda County ,
Bay Area ,
City of Berkeley ,
Contra Costa County ,
Coronavirus/COVID-19 ,
Essential Functions ,
Executive Orders ,
Marin County ,
Non-Essential Businesses ,
San Francisco ,
San Mateo County ,
Santa Clara County ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
3/19/2020
/ Acquisitions ,
Annual Meeting ,
Board of Directors ,
Capital Raising ,
Compensation ,
Coronavirus/COVID-19 ,
Fiduciary Duty ,
Form 10-K ,
Form 8-K ,
Liquidity ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Shelter-In-Place ,
Stock Trades ,
Virtual Meetings
As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more
On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more
The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, "greatly exaggerated." The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE...more
Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more
August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...more
On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require publicly listed companies to recover (or "clawback") excess incentive-based compensation from current and former...more
7/13/2015
The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall...more
On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule related to the disclosure of hedging policies applicable to board members, officers, and other employees. The proposed rule would...more
2/12/2015
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
The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more