Shareholder proposal rule
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
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
As social distancing policies and mandates continue to take hold across the country, companies are grappling to understand the implications of these measures on their business. One compliance issue to resolve is that...more
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more
I live and work in the Seattle area. As a result of COVID-19, school districts are now closed for 6 weeks, Seattle public libraries are closed for a month, a number of restaurants have closed for the time being and my beloved...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more
Across the globe, the coronavirus pandemic (COVID-19) is causing governments, companies, associations and colleges and universities to take unprecedented steps to address the spread and transmission of COVID-19. These steps...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
"Adjourn" is derived from the Latin words "ad" and "diurnus", meaning "to" and "daily" (a diurnal flower opens only during the day). The word came into the English language through Old French "ajorner" ("soup du jour" is the...more
Traditionally, all phases of homeowners association board of directors elections, including nominations, voting, and vote counting, are conducted at the annual meeting. However, the time consuming nature of this process has...more
On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more
Does your homeowners association require nominations from the floor for an election to the board of directors? Recent changes to the Florida Statutes governing homeowners associations have given some associations the right to...more
All North Carolina property owner associations are required by law to have regular meetings of the Board of Directors ("Board") and at least one annual membership meeting to discuss and transact certain association business. ...more
In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more
If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express...more
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
ISS (Institutional Shareholder Services) has released its annual 2015 Proxy Voting Guidelines Updates. These guidelines apply to annual meetings to be held on or after February 1, 2015. Many of our clients have investors who...more
Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies...more