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
As calendar-year companies prepare for upcoming quarterly reports, here are some updates and reminders...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more
We often assist clients with preparation for annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement disclosures and board approvals,...more
The ESG litigation landscape is rapidly developing. Activist claimants, whose end-goal is to effect change in the management, ESG policies or ESG credentials of companies or regulated firms, are progressively pressurising...more
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...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
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...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
Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more
Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season....more
UK listed companies face regulatory changes and developing market practices in the areas of ESG reporting, executive remuneration, share issuance authorities, meeting formats, and structured digital reporting. Key Points:...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
Public companies initiating the year-end reporting process will need to consider, and in many cases take steps to address, a number of significant developments and issues. To assist companies in this process, Mintz has...more
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more
Now that we are knee deep in annual meeting season, companies should consider preparing for “what if” questions that may arise during Q&A based on current events. For example, shareholders (including employee shareholders)...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
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more