News & Analysis as of

Board of Directors Proposed Amendments

Skadden, Arps, Slate, Meagher & Flom LLP

HKEX Consults on New Corporate Governance Reforms

查看中文 In a consultation paper issued in June 2024, The Stock Exchange of Hong Kong Limited (HKEX) is proposing amendments to The Rules Governing the Listing of Securities on HKEX (the Listing Rules) to improve corporate...more

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

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Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Brownstein Hyatt Farber Schreck

PCAOB Standards Amendments Could Increase Auditor Responsibilities

In early June, the Public Company Accounting Oversight Board (“PCAOB” or “the Board”) proposed comprehensive amendments that impact how auditors consider noncompliance with laws and regulations, creating the possibility of a...more

Barnea Jaffa Lande & Co.

Companies without a Control Core – Draft Bills Calls for Changes

The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed Changes to Delaware Law Would Facilitate Ratification of Defective Corporate Acts, Disposition of Pledged Assets, Stock...

The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more

Morgan Lewis

After Boxed, Delaware Poised to Revise Section 242’s Charter Amendment Process for Multi-Share Class Companies

Morgan Lewis on

Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more

Mitratech Holdings, Inc

[Webinar] Are you Ready? Why Your Board & Stakeholders Are About to Ask You About Your IT Risk Technology - March 14th, 10:00 am...

The attention on IT Risk and Cybersecurity risk management policies is reaching new heights — again. It doesn’t matter if you’re a large enterprise like Uber or a small / midcap company; there’s one common thread as we start...more

McDermott Will & Emery

Nasdaq Changes Compliance Deadlines for Board Diversity Rules

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On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more

Blank Rome LLP

Regulatory Update and Recent SEC Actions - October 2022

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REGULATORY UPDATES - SEC Announces Leadership Changes - Anthony (“Tony”) C. Thompson was appointed to a second term as a board member of the Public Company Accounting Oversight Board (“PCAOB”), which will run until...more

Conyers

Bermuda Insurance Code of Conduct and Independent Directors

Conyers on

In December 2021, the Bermuda Monetary Authority (the “BMA”) issued a consultation paper proposing revisions to the Insurance Code of Conduct dated July 2015. On Friday, 28 August 2022 the BMA posted further and final...more

Bass, Berry & Sims PLC

SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms

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Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more

Dorsey & Whitney LLP

Proposed Statutory Officer Exculpation in Delaware

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As we transition into spring, the minds of many corporate attorneys return to the annual updates proposed to the Delaware General Corporate Law (DGCL). If the changes proposed by the Council of Corporation Law Section of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2022 DGCL Amendments Include Significant Changes Addressing Exculpation of Officers, Appraisal Rights and...

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more

Amundsen Davis LLC

Proposed Amendment to Illinois Law Could Impact Corporate Pocketbooks

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In the past few years, a law was passed in Illinois that added annual reporting requirements for publicly held companies with their headquarters in Illinois. The requirements of that law included reporting the following on a...more

Kramer Levin Naftalis & Frankel LLP

SEC Proposes Major Amendments to Money Market Fund Rules

On Dec. 15, 2021, the Securities and Exchange Commission (SEC) voted to propose amendments to certain rules governing money market funds under the Investment Company Act of 1940 (the 1940 Act). The SEC indicated that the...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Nasdaq Amends Proposed Rule on Board Diversity to Provide Compliance Flexibility

On December 1, 2020, Nasdaq filed a proposed rule with the U.S. Securities and Exchange Commission (SEC) that would require certain Nasdaq-listed companies to have at least two diverse directors (according to self-reported...more

Snell & Wilmer

Recent Developments and Other Considerations

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Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

Dechert LLP

Analysis of SEC’s Proposal to Update the Regulation of Funds’ Use of Derivatives and Other Transactions

Dechert LLP on

The U.S. Securities and Exchange Commission on November 25, 2019 unanimously approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

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On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

Dechert LLP

Federal Reserve Proposes Revisions to its Control Framework: Implications for Asset Managers and Other Bank Investors

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The Federal Reserve Board (FRB) recently issued a proposed rule that would codify and clarify when a company is presumed to have a controlling influence over the management and policies of a second company (Proposed...more

Smith Anderson

Nasdaq Proposes to Amend Definition of “Family Member”

Smith Anderson on

On June 12, 2019, the Securities and Exchange Commission (SEC) published a notice that Nasdaq is proposing to amend its definition of "family member" (as defined in Nasdaq Listing Rule 5605(a)(2), which sets forth the...more

Proskauer Rose LLP

Nasdaq Proposes Modifications to 20% Shareholder Approval Rule

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On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more

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