On May 1, 2024, the Delaware Supreme Court issued its decision in City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., reversing the Delaware Court of Chancery’s dismissal of the case under the MFW...more
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
Glass Lewis has published its 2020 UK Proxy Paper Guidelines which provide an overview of its approach to governance and proxy research in the UK. Glass Lewis review companies’ adherence to the Investment Association’s...more
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
As it is proxy season for calendar year companies, many of which are filing preliminary proxy statements that are subject to screening by the SEC Staff, I thought it might be helpful to publish answers to a few common...more
When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more
Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more
In connection with a meeting of stockholders, many companies face the decision of whether and how to prepare and file supplemental or amended proxy materials. The decision to supplement or amend, and how to deliver...more