News & Analysis as of

Majority Voting Policies Bylaws

Allen Matkins

The Vote Was 21 to 20; So Why Didn't This Motion Pass?

Allen Matkins on

San Francisco's Chinese Consolidated Benevolent Association (CCBA) was formed during California's Gold Rush. At the time, China was ruled by an emperor. After the abdication of the Emperor Pu Yi in 1912, China became the...more

Allen Matkins

Bylaws And Supermajority Board Voting Requirements

Allen Matkins on

Yesterday’s post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective. One of these provisions relates to supermajority voting...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

Goodwin

ISS Corporate Governance and Compensation Voting Policies for 2017

Goodwin on

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

Goodwin

ISS Updates 2017 Voting Policies, Including Adoption of Policy to Recommend Against NCG Committee Members of Companies that...

Goodwin on

On November 21, 2016, Institutional Shareholder Services (ISS) released final changes to its voting policies for 2017. One of ISS’s changes is the adoption of a new policy to recommend against the election of Nominating &...more

Goodwin

ISS Proposed 2017 Voting Policy Would Result in Recommendations Against NCG Committee Members of Many REITs

Goodwin on

On October 27, 2016, ISS released certain proposed changes to its voting policies for 2017 for comment. One of its proposed changes is to recommend against the election of NCG committee members of any company that eliminates...more

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