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Australia welcomes new business and foreign investment by providing a strong economy, a stable political environment and a skilled and talented workforce. Our comprehensive guide to Doing Business in Australia has been...more
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...more
The UK Pensions Regulator is gaining stronger powers, which will have a significant impact on companies undertaking activities such as M&A, secured borrowing, and restructuring. Following best practice and thinking ahead have...more
What You Need To Know: •New Jersey corporations may now hold fully remote shareholder meetings even absent a state of emergency. •Boards of directors must still adopt guidelines and procedures governing remote...more
New York recently adopted new rules to, among other things, eliminate its cumbersome and confusing Form 99 blue sky notification filing requirement for many Regulation D offerings and instead require electronic notice filings...more
The FCA are making changes to the way TR-1 Forms (notifications of major shareholdings) are submitted pursuant to DTR 5. Investors in Main Market companies are being advised to complete the new 2-step registration process,...more
In April 2020, Massachusetts enacted emergency legislation that eases certain corporate governance requirements for the duration of the Commonwealth’s state of emergency, declared by the Governor on March 10, 2020, and for 60...more
As companies scramble to mitigate losses arising from government shelter-in-place directives intended to halt the spread of the COVID-19 virus, the insurance world has focused on business interruption coverage disputes and...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
The COVID-19 outbreak has impacted all aspects of life. In the face of massive uncertainty, companies should immediately address the effects of the pandemic on existing and future contracts and matters of corporate...more
Public companies impacted by the coronavirus pandemic still have time to access regulatory relief from the Securities and Exchange Commission (SEC) for filings due by April 30. In addition, the SEC is providing companies...more
In response to developments related to COVID-19, the Securities and Exchange Commission has issued new guidance (available here) to assist public companies, investment companies, shareholders, and other market participants...more
On March 13, 2020, the staff of the Securities and Exchange Commission (“SEC”) issued an exemptive order providing relief from certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), to...more
FINRA released Regulatory Notice 20-08, “Pandemic-Related Business Continuity Planning, Guidance and Regulatory Relief,” (the Notice) on March 9, 2020. The Notice primarily serves as (1) a reminder of firms’ obligations to...more
Investors in Japanese-listed companies have traditionally taken a passive approach to their investments, in part because Japanese business culture have long held an unfavorable view toward investors making demands or voicing...more
During its 2019 session, the Maryland General Assembly (the “General Assembly”) passed two bills that amend the Maryland General Corporation Law (the “MGCL”). Both bills were proposed by the Business Law Section of the...more
On December 21, 2018, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery denied plaintiff stockholder’s motion for summary judgment in an action to determine the board composition of SPAR Group, Inc. (“SGRP”)...more
This alert contains a summary of the primary annual and periodic compliance-related obligations that may apply to investment advisers registered with the Securities and Exchange Commission (the “SEC”) or with a particular...more
Back in September 2015, the New York Stock Exchange amended the NYSE Listed Company Manual to: ..expand the pre-market hours during which NYSE-listed companies must provide prior notice of material news, ..expand the...more
Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more
In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more
Before shareholders may take action at a meeting, a quorum must be established. See When The Best Offensive Strategy May Simply Be To Stay Home. The existence of a quorum does not guaranty that action has been validly taken...more