News & Analysis as of

Nominee Directors

BCLP

Universal proxies are here - are you ready?

BCLP on

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

Fenwick & West LLP

SEC Adopts News Rules for Proxy Voting in Contested Elections

Fenwick & West LLP on

On November 17, 2021, the U.S. Securities and Exchange Commission adopted rules requiring the use of universal proxy cards in contested director elections as discussed in Release No. 34-93596 (the Adopting Release). Universal...more

BCLP

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

BCLP on

Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more

Dorsey & Whitney LLP

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

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As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more

Perkins Coie

CFPB Director Nominee, Rohit Chopra, testifies about his potential regulatory and enforcement priorities in Senate Hearing

Perkins Coie on

CFPB Director nominee, Rohit Chopra, testifies about his potential regulatory and enforcement priorities in Senate Hearing. President Biden tapped Rohit Chopra, currently the FTC Commissioner, as his nominee to serve as the...more

Bracewell LLP

UAE Ultimate Beneficial Ownership Regulations

Bracewell LLP on

As part of a series of legislative change aimed to improve corporate transparency, the UAE Cabinet issued Cabinet Resolution no (58) of 2020 concerning regulation of the real beneficiary procedures (“UBO Regulations”). The...more

Morgan Lewis

UAE Companies Must Register Beneficial Owners, Shareholders, and Nominee Directors by October 27

Morgan Lewis on

As the United Arab Emirates (UAE) seeks to bolster its economic substance regulations to comply and align with global trends, companies in the UAE (both onshore and in non–financial free zones) have until October 27, 2020, to...more

Mintz - Employment Viewpoints

Statutory – not Shareholder – Activism: Governor Newsom Signs California’s Diversity Mandate into Law

California has enacted the nation’s first diversity mandate for public company boards. As we previously reported, the new law (AB 979) builds upon California’s first- in-the nation statutory gender mandate for public company...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw...

On January 13, 2020, the Delaware Supreme Court issued an opinion addressing deadlines and supplemental information requirements under advance notice bylaws. In the opinion, BlackRock Credit Allocation Income Trust v. Saba...more

Foley Hoag LLP - Public Companies & the Law

New ISS voting guidelines ramp up expectations for public companies

Last week Institutional Shareholder Services updated its proxy voting guidelines for annual shareholder meetings to be held on or after February 1, 2020. The updates take a major step forward to advocate greater gender...more

White & Case LLP

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

White & Case LLP on

On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

Bass, Berry & Sims PLC

Revisiting Advance Notice Provisions and Proxy Access

Bass, Berry & Sims PLC on

Advance Notice Bylaw Provisions - A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Arkansas Energy Personnel Moves: Donna Gray Named Executive Director of the Arkansas Public Service Commission

The Arkansas Public Service Commission (“PSC”) announced in a July 9th news release that Donna Gray has been named Executive Director. Ms. Gray is stated to have prior experience on the PSC staff having held senior...more

Stinson - Corporate & Securities Law Blog

Recent Schedule 14N Filings

GAMCO Asset Management Inc. made the news when it became the first to submit a Schedule 14N announcing a nominee for National Fuel Gas’ board of directors using a proxy access by-law. The nomination was rejected by National...more

Mintz - Privacy & Cybersecurity Viewpoints

#MLWashingtonCyberWatch: Nominees Discuss Future of Cybersecurity

With Inauguration Day upon us, it’s time for a #MLWashingtonCyberWatch update. President-elect Donald Trump has vocalized his support for the future of “cyber” throughout his campaign – but how will members of his cabinet...more

King & Spalding

President-Elect Trump Names Nominees for Key Trade Positions

King & Spalding on

Donald Trump has announced nominees for several key positions that will participate in the development of U.S. trade policy during his Administration. The nominees for Secretary of Commerce, State, and Treasury are business...more

Stinson - Corporate & Securities Law Blog

First Proxy Access Nominee Rejected

GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more

Sullivan & Worcester

SEC Proposes "Universal" Proxy Card for Contested Elections

Sullivan & Worcester on

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability...more

Blake, Cassels & Graydon LLP

Nominee Directors: Rights and Responsibilities

It is common for shareholders of both public and private companies to nominate directors to sit on the companies’ boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual...more

Stinson - Corporate & Securities Law Blog

U.S. Senate and House Members Urge SEC to Require Further Board Nominee Diversity Disclosures

On March 2, 2016, a number of U.S. Senate and House members sent a letter to SEC Chair Mary Jo White urging the Commission to speed-up its review of a rulemaking petition that would require increased disclosures regarding...more

Dorsey & Whitney LLP

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

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On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

Latham & Watkins LLP

Activists in Your Boardroom - Planning for and Managing the New Dynamic

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As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to...more

Akin Gump Strauss Hauer & Feld LLP

Proxy Access Proposals: Recent Developments

Recently, New York City Comptroller Scott Stringer, who oversees five municipal public pension funds with $160 billion in assets, announced an initiative to give shareholders who meet specified criteria the right to nominate...more

Dechert LLP

UK Government Responds to BIS Transparency and Trust Discussion Paper

Dechert LLP on

The Department for Business, Innovation and Skills (BIS) on 21 April 2014 published the UK Government’s response to its discussion paper Transparency & Trust: Enhancing the transparency of UK company ownership and increasing...more

Akin Gump Strauss Hauer & Feld LLP

An Apple, an Orange and Maybe a Kiwi a Day Keeps the Activist Away (and Makes for a Stronger Board)

With proxy season just around the corner, I would be remiss if I did not (once again) remind Nominating and Governance Committees that it is time, and it is not too late, for you mix it up a little . . . or a lot. Think fruit...more

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