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Director Nominations Corporate Governance Board of Directors

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

Farrell Fritz, P.C.

First Department Recognizes Cause of Action for Specific Performance of LLC Member Voting Agreement

Farrell Fritz, P.C. on

In 1941, two of the three shareholders of Ringling Bros.-Barnum & Bailey Combined Shows, Inc. entered into an agreement stating that they would vote their combined 630 of the outstanding 1000 shares of Ringling Bros. stock...more

Wilson Sonsini Goodrich & Rosati

Approaching Shareholder Engagement in 2023

Shareholder engagement is an imperative for every public company. And with the recent adoption of universal proxy cards, 2023 promises to inject fresh uncertainty into how companies think about and approach that engagement....more

Morgan Lewis

Corporate Registers (Miscellaneous Amendments) Act Strengthens Singapore’s Corporate Governance Regime

Morgan Lewis on

The Singapore Parliament recently passed the Corporate Registers (Miscellaneous Amendments) Act, which seeks to amend the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to strengthen Singapore’s corporate...more

Hogan Lovells

Rosenbaum v. CytoDyn: Noncompliance with advance notice bylaw can block shareholders’ board nominees - Quarterly Corporate / M&A...

Hogan Lovells on

In Rosenbaum v. CytoDyn Inc., C.A. No. 2021-0728-JRS (Del. Ch. Oct. 13, 2021), the Delaware Court of Chancery declined to apply the Blasius enhanced scrutiny standard to an incumbent board’s rejection of shareholders’...more

Farrell Fritz, P.C.

Stop the Vote: Injunction Halts Shareholders Meeting Pursuant to Courts’ Broad Power to Review Corporate Elections

Farrell Fritz, P.C. on

The right of shareholders to elect a corporation’s directors is one of the most valuable rights attendant to share ownership.  Election of directors is where shareholders can directly exert their influence on the corporation,...more

Jones Day

Universal Proxy Card Delivers Win to Challengers in EQT Proxy Fight

Jones Day on

The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more

Dechert LLP

2018 UK Corporate Governance Code published

Dechert LLP on

A new 2018 version of The UK Corporate Governance Code has been published by the Financial Reporting Council (FRC) following a period of consultation. The new Code is broadly similar to the current 2016 Code, but is in a...more

White and Williams LLP

New Jersey Adopts Series of Changes for Corporations

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The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more

K2 Integrity

More Than Meets the Eye: Director Due Diligence in Today’s Corporate Activist World

K2 Integrity on

On Federal Reserve Chair Janet Yellen’s last day of work, the Fed imposed severe penalties on Wells Fargo, both punishing it for years of bad acts and barring it from future growth until it actually fixes its problems,...more

Fenwick & West LLP

2017 Proxy Season Results in Silicon Valley and Large Companies Nationwide

Fenwick & West LLP on

This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Cooley LLP

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Fenwick & West LLP

2016 Silicon Valley Proxy Season Results

Fenwick & West LLP on

A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

A&O Shearman

SEC Proposes Universal Proxy Cards in Contested Elections

A&O Shearman on

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

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