News & Analysis as of

General Corporation Law Proxy Season

Allen Matkins

May Directors Vote By Proxy?

Allen Matkins on

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings.   However, it appears to have been well settled in Delaware since at least 1915 that...more

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2023

Venable LLP on

As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

Bass, Berry & Sims PLC

SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8

Bass, Berry & Sims PLC on

On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more

Allen Matkins

State Law And Shareholder Representatives

Allen Matkins on

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to...more

Allen Matkins

Did The SEC Misstate State Law In Proposing Changes To Shareholder Proposal Rule?

Allen Matkins on

Yesterday, the Securities and Exchange Commission proposed amendments to Rule 14a-8, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain...more

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