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Corporate Governance Shareholder Approval

Fenwick & West LLP

Delaware Adopts Important Amendments to Its General Corporation Law

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On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

BCLP

UK Corporate Briefing - June 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

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On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval to Limit Reach of Shareholder Approval Rule

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more

Stinson - Corporate & Securities Law Blog

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...more

Katten Muchin Rosenman LLP

Lessons From Burnford: Investors, Creditors and Recovering Reflective Losses

It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more

Venable LLP

Changes to Maryland General Corporation Law and Maryland REIT Law Effective October 1, 2022

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​​​​​​​The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more

Hogan Lovells

Stream TV Networks v. SeeCubic: Delaware court rejects “board only” insolvency exception - Corporate / M&A Decisions update series

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In Stream TV Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court reversed the Delaware Court of Chancery’s finding that the board of Stream TV Networks, Inc. (Stream) could sell all of Stream’s assets without a...more

Dorsey & Whitney LLP

Continuing a Company from One Country to Another Country Without U.S. Registration or Exemption Triggers Shareholder Rescission...

Dorsey & Whitney LLP on

​​​​​​​In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 2: Steps 9–15)

In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 1: Steps 1–8)

Seeking shareholder approval of an equity compensation plan has become a multi-step, often complex process. Gone are the days when management simply would discuss a share increase with the board of directors, and the company...more

Allen Matkins

Must An Officer's Certificate Always State That The Board Approval?

Allen Matkins on

Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states...more

Snell & Wilmer

Time to Consider Option Repricings?

Snell & Wilmer on

Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more

Cooley LLP

Blog: NYSE proposes to amend calculation of “votes cast”

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Currently, where a matter requires shareholder approval under NYSE rules, the minimum vote required is a majority of the votes cast on the matter. But how do you count votes cast? Do you count abstentions? What about broker...more

Cooley LLP

Blog: SEC approves NYSE amendment of related-party transaction review requirement

Cooley LLP on

In April 2021, the SEC approved an NYSE proposal to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules. (See this PubCo...more

Bennett Jones LLP

Ontario Eliminates Director Residency Requirements and Permits Majority Shareholder Resolutions in Writing

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In November of 2020, we wrote about forthcoming changes to the Ontario Business Corporations Act (OBCA) proposed by the Government of Ontario in Bill 213 Better for People, Smarter for Business Act, 2020. After receiving...more

Mintz - Securities & Capital Markets...

NYSE Amends Shareholder Approval Rules

In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange’s shareholder approval rules for related party issuances and the issuance of 20% or more of a company’s stock. The...more

Wilson Sonsini Goodrich & Rosati

NYSE Amends Shareholder Approval Requirements

On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more

Mayer Brown Free Writings + Perspectives

SEC Approves NYSE Shareholder Approval Amendments

On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules....more

Cooley LLP

Blog: SEC approves NYSE amendment of shareholder approval provisions

Cooley LLP on

In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03,...more

Stinson - Corporate & Securities Law Blog

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more

BCLP

Prospects Dim for In-Person Meetings in 2021: Glass Lewis Provides Updated Hybrid/Virtual Approach

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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

Mayer Brown Free Writings + Perspectives

SEC Solicits Comment on NYSE Proposed Changes to Shareholder Approval Rules

On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more

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