The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card."
The Issue: While the merits of universal ballots remain subject to debate,...more
The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public.
The...more
The Situation: BlackRock, the world's largest money management firm, has issued a new call to corporate America: Take a leadership role in responding to broader social issues, including sustainability, diversity and economic...more
The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more
10/2/2017
/ Board of Directors ,
Business Roundtable ,
CEOs ,
Check the Box Rules ,
Director Nominations ,
Diversity ,
Investors ,
Pension Funds ,
Proxy Access ,
Publicly-Traded Companies ,
Shareholders ,
Transparency
Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more