The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the...more
The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more
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
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
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
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
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
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
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