Shareholder proposal rule
Yesterday's post briefly discussed former Chancellor William Chandler's ruling in Fogel v. U.S. Energy Systems, Inc., 2007 Del. Ch. LEXIS 178. In finding that no valid board meeting had occurred, Chancellor Chandler stated...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
The protective governmental measures to prevent the spread of the COVID-19 pandemic, in particular, the restrictions on the assembly of persons, affects the ability of companies to act. For the time being, Stock Corporation...more
In December 2019, Institutional Shareholder Services (“ISS”) published updates to its FAQs for its U.S. Compensation Policies and its policies related to U.S. Equity Compensation Plans with respect to annual meetings...more
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season. Section I of this memo describes our...more
As 2019 comes to a close, we thought about our customary note to nonprofit officers and directors to take a few moments to confirm that important year-end responsibilities have not been overlooked. But since this year's end...more
Many boards operate with a high degree of collegiality, even when the directors disagree. Some don’t. When the board of directors of Gas Natural Inc., a publicly traded natural gas holding company, voted to remove its CEO...more
For the last six years, Amerco as included a rather unique stockholder proposal in its proxy statement. It’s there again this year. Basically, it asks the stockholders to ratify and affirm all decisions and actions by...more
I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more