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
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
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
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
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
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 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
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
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
Le novità e i temi rilevanti per l’imminente stagione assembleare anche alla luce dell’attività di revisione del quadro normativo europeo in materia di corporate governance e delle disposizioni tuttora vigenti per l’emergenza...more
As public companies embark on the year-end reporting process, they will need to consider, and in some cases take steps to address, a number of significant developments and issues. As in past years, Mintz has prepared a...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
Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member...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
Le novità da considerare per l’imminente stagione assembleare e per aggiornare la corporate governance anche alla luce delle disposizioni introdotte per l’emergenza COVID-19. Le nuove modalità per l’assemblea dei soci tra...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...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
Following an accelerated legislative procedure, the Temporary Act COVID-19 came into force in April 2020. The Act has retroactive effect until and including 16 March 2020. This "Emergency Act" provides, among other things,...more
Na een versnelde wetgevingsprocedure is in april 2020 de tijdelijke wet COVID-19 in werking getreden. Die ‘noodwet’ heeft terugwerkende kracht tot en met 16 maart 2020. De noodwet voorziet onder andere in bijzondere...more