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On July 17, 2023, the Governor of the state of Delaware signed Senate Bill 114 amending the General Corporation Law of the State of Delaware (DGCL), which will become effective on August 1, 2023. Among other things, the...more
On January 14, 2022, the annual NYSE Guidance Memo and NYSE American Guidance Memo (both, the “Guidance Memos”) were released. The Guidance Memos outlined important rules and policies applicable to all the companies listed in...more
Summary - The SEC recently approved an amendment to Section 312.07 of the NYSE Listed Company Manual which eliminates the requirement that listed companies include abstentions as “votes cast” in matters on which the NYSE...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set...more
The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set...more
Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more
On May 9, 2017, the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) affirmed in part and reversed in part an earlier decision from the U.S. Court of Federal Claims, which had held that aspects of the...more
The Securities and Exchange Commission is requesting comments prior to August 31, 2015 regarding whether the Commission should approve or disapprove a proposed change to the NYSE Listed Company Manual Sections 312.03 and...more
The Council of Institutional Investors has adopted what it describes as ”a comprehensive body of corporate governance best practices”, including Policies on Corporate Governance. I question, however, whether some of these...more