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
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
The staff of the U.S. Securities and Exchange Commission recently issued new Compliance & Disclosure Interpretations (116.11 & 133.13) encouraging public companies to provide details on how they consider diversity when making...more
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies...more
Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more
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
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
The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more
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
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
New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more
Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more