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
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
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 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
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
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
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
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
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
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
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
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
On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more
At an open meeting held on October 26, 2016, the Securities and Exchange Commission (SEC) voted two to one to propose amendments for the mandatory use of universal proxy cards and additional voting options and disclosure...more
With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a...more
At its October 26th open meeting, the Securities and Exchange Commission voted to propose amendments to the proxy rules which would require the use of a universal proxy card in a contested election of directors. If adopted,...more
On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders...more
On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...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