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Delaware Adopts Safe Harbors for Conflicted Transactions and Narrows Right of Stockholders to Demand Books and Records

The safe harbors provide protection against claims for equitable relief or damages, subject to certain limitations, as described below. The amendments became effective immediately for all acts and transactions, whether...more

Shareholder Engagement by Investors May Trigger Requirement to Convert From Schedule 13D to 13G

The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more

SEC Reinstates Shareholder Proposal Guidance Rescinded Under Chairman Gensler

In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more

Pullback on Consideration of Board Diversity by ISS, BlackRock and Vanguard

Citing recent DEI developments in the U.S., ISS released its Statement on Diversity Factors in Director Elections on February 11, 2025 announcing that it will “indefinitely halt consideration of certain diversity factors in...more

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more

Universal proxies are here - are you ready?

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

SEC proposes to amend key elements of certain Rule 14a-8 bases for exclusion of shareholder proposals

On July 13, 2022, by a 3-2 party-line vote, the SEC proposed amendments to Rule 14a-8 to modify three of the existing bases for the exclusion of shareholder proposals from a company’s proxy statement, namely: ,,The...more

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more

Excluding a Shareholder Proposal? Not So Fast…

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

2022 Proxy Season - Quick Hits

Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

Divided SEC increases Rule 14a-8 shareholder proposal requirements

On September 23, 2020, a divided SEC adopted amendments to the Rule 14a-8 shareholder proposal rule by a 3-2 vote. The changes, among other things: ..increased the stock ownership requirement for eligibility to submit a...more

Navigating Annual Stockholder Meetings in a Sea of COVID-19 Stay-at-Home Orders

As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more

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