Richard Brand

Cadwalader, Wickersham & Taft LLP

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2020 Update to the UK Stewardship Code

In March 2019, we reported that the UK’s Financial Reporting Council (“FRC”) was consulting on proposed changes to the UK’s Stewardship Code (the “Stewardship Code”). Those consultations have led to an updated 2020 edition of...more

11/5/2019 / Asset Management , Corporate Governance , Financial Reporting Council (FRC) , Investment , Investors , Proposed Regulation , Regulatory Agenda , Rulemaking Process , UK

Shareholder Engagement with UK Companies – Proposed Changes to the Stewardship Framework

Two UK regulatory bodies are currently consulting on rules relating institutional shareholders’ engagement with and stewardship of their investee companies. The Financial Conduct Authority (“FCA”) consultation paper relates...more

3/11/2019 / Corporate Governance , Disclosure Requirements , Financial Conduct Authority (FCA) , Regulatory Requirements , Reporting Requirements , Shareholder Rights , Shareholders , UK

M&A Update: Delaware Court of Chancery Enforces Oral Agreement to Settle Proxy Contest

In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more

12/28/2017 / Board of Directors , Corporate Governance , Oral Contracts , Proxy Contests , Settlement Agreements , Shareholders

M&A Update: SEC Issues Guidance on Issuers’ Ability to Exclude Shareholder Proposals under Rule 14a-8

On November 1, 2017, the staff of the Division of Corporate Finance of the Securities and Exchange Commission published Staff Legal Bulletin No. 14I. SLB 14I provides additional guidance to companies and shareholders...more

11/21/2017 / Corporate Governance , New Guidance , Ordinary Business Exception , Proxy Season , Proxy Statements , Publicly-Traded Companies , Rule 14a-8 , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

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