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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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