News & Analysis as of

Board of Directors Universal Proxy

Vinson & Elkins LLP

No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

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Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...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

Bass, Berry & Sims PLC

[Webinar] 5th Annual Corporate & Securities Counsel Public Company Forum - December 12th, 11:00 am - 3:00 pm CST

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Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more

Vinson & Elkins LLP

[Webinar] Good Director Disclosure – An Important Part of Activism Preparedness - June 8th, 11:00 am - 12:00 pm CT

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An often-overlooked part of sunny day governance is ensuring investors understand the strategic value each director brings to your board. Meeting the bare statutory requirements of director disclosure does not adequately tell...more

Skadden, Arps, Slate, Meagher & Flom LLP

How the New Proxy Rules Will Affect US Companies Facing Activist Campaigns

Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more

Perkins Coie

Preparing for the 2023 Public Company Reporting Season

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) had a busy 2022, adopting a number of new rules and proposing additional rules, many of which are likely to be finalized over the next several months. In November, Glass Lewis...more

BCLP

Universal proxies are here - are you ready?

BCLP on

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Latham & Watkins LLP

Universal Proxies: What Companies Need to Know Now

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A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more

Snell & Wilmer

Corporate Communicator - 2017 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Cozen O'Connor

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

Cozen O'Connor on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

Goodwin

SEC Proposes Rules on Universal Proxy and Voting Options

Goodwin on

The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more

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