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Proxy Contests

Latham & Watkins LLP

Recent Developments for Directors - August Edition

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Last month, the SEC announced another enforcement action emphasizing the need for early disclosure of cybersecurity events. In the recent action, the company had taken three weeks to act on internal alerts of malware on its...more

Troutman Pepper

Delaware Supreme Court Strikes Down Unintelligible and Inequitable Bylaws

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In Kellner v. AIM ImmunoTech Inc., the Delaware Supreme Court affirmed in part and reversed in part the Delaware Court of Chancery’s closely watched ruling, which invalidated several provisions in the bylaws of AIM ImmunoTech...more

Venable LLP

Delaware Supreme Court Strikes Down Advance Notice Bylaws as "Unintelligible" or Adoption with an Improper Purpose on a "Cloudy...

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In a much-anticipated decision, the Delaware Supreme Court echoed the Court of Chancery's pronouncement that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial...more

Stikeman Elliott LLP

BCSC Provides New Guidance on “Acting Jointly or in Concert” for Proxy Contests

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In its recent decision in NorthWest Copper Corp., 2023 BCSECCOM 602, the British Columbia Securities Commission (“BCSC”) provided new guidance on the interpretation of “acting jointly or in concert” in the context of a proxy...more

Cozen O'Connor

BCSC Guidance on Joint Actors in Proxy Contests and Early Warning Disclosure Requirements

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On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more

Cooley LLP

Cooley’s 2023 Activism Year in Review: Wolf Packs at the Gate

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As we look ahead to the 2024 proxy season (and beyond), let’s review the key 2023 trends and developments from activism playbooks, with a sharp focus on the ever-changing landscape in the technology and healthcare sectors....more

Kilpatrick

Delaware Supreme Court Rejects Board’s Decision To Apply 10% Voting Limitation in Proxy Contest

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A familiar corporate charter provision for many companies and, in particular, the stock holding company formed in the charter of newly converted mutual savings institution, is a limitation on voting shares beneficially owned...more

Morris James LLP

Application of a Voting Limitation in the Company’s Charter to Invalidate Stockholder Votes in a Proxy Contest Was Improper

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Under Delaware law, director actions are twice-tested: first for legal authorization under a company’s organizational documents or positive law, and second under equitable fiduciary principles. A company’s organizational...more

Goodwin

Agencies Approve Final Rule: Computer-Security Incident Notification

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In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

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The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Allen Matkins

Why Do Boards Get To Spend Money In Proxy Contests

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Recently, UCLA Law School Professor posed the question "Why do boards get to spend corporate money to fight off proxy contests?"  His answer is answer "because the courts say so".   In California, it is because the...more

A&O Shearman

Federal Reserve Board Adopts Final Control Regulation

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On January 30, 2020, the Federal Reserve Board (the “Board”) adopted final rules (the “Final Control Regulation”) to provide increased transparency and consistency around determining when an investor company has “control”...more

White & Case LLP

Federal Reserve Finalizes Rule Updating Controlling Influence Framework

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On January 30, the Federal Reserve released a highly anticipated final rule that substantially updates and clarifies the agency's regulatory framework for determining when an investor exercises a controlling influence over a...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Reverses the Court of Chancery and Upholds the Enforceability of Clear and Unambiguous Advance Notice Bylaw...

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

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy...

In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement...more

A&O Shearman

Delaware Court Of Chancery Rejects Demand To Inspect Books And Records Under Section 220 To Aid In Proxy Contest

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On November 14, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery rejected a demand by stockholders of Occidental Petroleum Corporation under Section 220, 8 Del. C. § 220, for documents and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Shareholder Activism

Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is...more

Skadden, Arps, Slate, Meagher & Flom LLP

Neuberger Berman Alleges Saba Capital Violating 1940 Act To Win Proxy Fights; Saba Investors on Notice, Should Consider Own Duties

As recently noted, Saba Capital Management, L.P. (Saba) has begun to escalate its attacks on the closed-end fund asset class, at the expense of retail fund shareholders.1 Saba continues its offensive against closed-end funds,...more

Jones Day

Universal Proxy Card Delivers Win to Challengers in EQT Proxy Fight

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The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more

Spilman Thomas & Battle, PLLC

Currents - Energy Industry Insights - July 2019

Toby Rice Wins Control of EQT After Proxy Battle - "'Toby Rice has taken control of EQT Corp., nine months after launching a fast-moving campaign to replace the oil and gas company's leadership and less than two years...more

Dechert LLP

Federal Reserve Proposes Revisions to its Control Framework: Implications for Asset Managers and Other Bank Investors

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The Federal Reserve Board (FRB) recently issued a proposed rule that would codify and clarify when a company is presumed to have a controlling influence over the management and policies of a second company (Proposed...more

Skadden, Arps, Slate, Meagher & Flom LLP

Activists Take Another $290 Million Bite Out of Vulnerable Closed-End Fund Asset Class

On June 14, 2019, Saba Capital Management, L.P. (Saba) entered into three standstill agreements with Invesco Advisers, Inc. (Invesco) and three Invesco-managed registered closed-end funds. The agreements arose from proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

Class Action Proxy Litigation Highlights Need for Corporate Defense Strategies in Closed-End Funds

On June 4, 2019, a hedge fund managed by Saba Capital Management L.P. filed lawsuits in Delaware Chancery Court and in Maryland Circuit Court against three BlackRock-managed registered closed-end funds, the trustees/directors...more

Jones Day

Share Buybacks Under Fire

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The Background: Corporate share buybacks skyrocketed in today's low interest rate environment and the trend is likely to continue. The Issue: Although stock buybacks are an efficient method to return cash to shareholders,...more

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