Shareholder proposal rule
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
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
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
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
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
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
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
Key Trends: ◾ Since August 2021, AGMs where shareholders were actively encouraged not to attend have become less common. Most companies are instead holding their meetings with physical attendance neither actively...more
For those public companies soon to be receiving shareholder proposals for their upcoming annual shareholder meetings, please keep in mind that in September 2020, the SEC adopted amendments to Rule 14a-8. These amendments...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
As the season for shareholders' annual general meetings is fast approaching, we are sharing suggestions that we believe provide strategic flexibility and reflect best practices in corporate governance. ...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
While balance sheet proposals saw a slight downturn, COVID-19 and FEFTA appear not to have dampened shareholders' desire to effect change via AGM proposals....more
On 20 March 2020, the UK Government published its Corporate Insolvency and Governance Bill (the "Bill") which amends certain aspects of current insolvency and governance legislation to provide businesses with the flexibility...more
On March 27, 2020, Germany passed a package of COVID-19-related amendments that apply to various areas of the law, with some important aspects already put into effect in the country on March 28, 2020. Included in the act on...more
As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more
The protective measures to prevent the spread of COVID-19, in particular the restrictions of the individuals’ right to convene, limit the ability to act for companies of different legal forms under German law...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...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
As the season for shareholders' annual general meetings is fast approaching, we are sharing with our clients and friends some suggestions that we believe provide strategic flexibility and reflect best practices in corporate...more
Le società quotate italiane possono approfittare dell’imminente stagione assembleare per attrarre investitori italiani e stranieri attraverso l'adozione delle migliori practice di corporate governance. Introduzione - A...more
The upcoming annual general meetings season provides companies the opportunity to attract Italian and foreign investors by adopting best-in-class corporate governance rules. Overview - Following the entry into force of...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more