Shareholder proposal rule
Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
The firm is pleased to present its 2023 Silicon Valley 150 Corporate Governance Report, which analyzes the governance of the Valley's largest public companies and reviews various matters regarding annual meetings held between...more
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more
As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more
Last year, the California legislature enacted AB 663 (Chen) in order to provide California corporations with greater flexibility to hold virtual-only meetings of shareholders. Among other things, AB 663 amended Corporations...more
Wilson Sonsini Goodrich & Rosati is pleased to share the 2021 Silicon Valley 150 Corporate Governance Report, which analyzes the governance of the Valley's largest public companies and reviews various matters regarding annual...more
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
In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors? ...more
Cyprus is an EU member state and a common law jurisdiction with a legal system similar to that of the UK. It is located at the eastern end of Europe linking 3 continents, Europe, Africa and Asia and it has a long and strong...more
Does my company need to have a Stockholder meeting every year? • According to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact...more
NCUA Extends Flexibility for Federal Credit Unions - NCUA has issued Letter to Federal Credit Unions 21-FCU-06. In its letter, NCUA notes the continued need for flexibility when conducting meetings during the COVID-19...more
Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more
State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not...more
For many community associations, the first quarter of the year signals the time to notice and hold annual meetings of their membership....more
1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
In anticipation of the upcoming reporting season, we highlight rule changes, guidance, and trends for public companies to consider in preparing annual report and proxy statement disclosures in 2021. During 2020, the U.S....more
This comprehensive report covers trends in stockholder voting at annual meetings in the 2020 proxy season among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV...more