Die Möglichkeit, Hauptversammlungen unter Ausschluss der Anwesenheit der Aktionäre rein virtuell abzuhalten, war erstmals aufgrund der Covid-19-Pandemie vom Gesetzgeber eröffnet worden. Die ursprüngliche Regelung vom 27. März...more
Before you pack the car and bring your student to their new home at college, there is an important bit of estate planning each family should consider. At the age of eighteen, a child become a legal adult....more
This week, we examine two decisions confronting novel procedural issues. In the first, the Ninth Circuit sought to promote development of the law by encouraging courts to alter how they address claims under the Fair Credit...more
Do you have a child who is leaving home for the first time for college, travel or employment? If so, before they go, talk with your child about signing a HIPAA release, a healthcare proxy and a power of attorney. A qualified...more
The U.S. Department of Labor (the “DOL”), on December 29, 2016, issued Interpretive Bulletin 2016-1 (“IB 2016-1”) under the Employee Retirement Income Security Act of 1974 ("ERISA") regarding the duties of fiduciaries under...more
The Delaware Court of Chancery has made its strongest statement yet in the ongoing conversation about shareholder “disclosure settlements,” i.e., settlements in which the sole or primary consideration received by shareholders...more
Each January, our firm invites general counsel, CFOs, controllers, and other representatives of our public company clients, as well as other outside advisers to public companies, to a series of presentations focused on “hot...more
On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3 to 2 to propose rules related to the disclosure of information that shows the relationship between executive compensation and the financial performance...more
The SEC’s Division of Investment Management and Division of Corporation Finance published joint guidance on June 30, 2014 regarding investment advisers’ responsibilities in voting client proxies, and two exemptions from the...more
Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those...more
I’ve written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex. In tackling any voting problem, it is important to know and understand the applicable voting rule. An...more
Recently, I wrote about a proposal to amend Section 141(f) of the Delaware General Corporation Law to permit inchoate directors to take action by written consent. The Corporation Law Section of the Delaware State Bar is...more
The staff of the SEC’s Division of Investment Management issued a Guidance Update discussing its position that a single proxy proposal to amend an investment company charter must be “unbundled” to provide a separate vote for...more
Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission. Indeed, the CII did submit this petition on January 8, 2014. ...more
Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more
The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s...more
Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more