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Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
The Canadian Securities Administrators (“CSA”) provided initial guidance on virtual shareholder meetings in February 2022 to: (i) assist reporting issuers in fulfilling their obligations under securities legislation; and (ii)...more
Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well...more
Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
Corporate governance practices vary significantly among public companies. This is a reflection of many factors, including: • Differences in the stage of development of companies, including the relative importance placed on...more
Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more
As COVID-19 rages on, companies are again flocking to virtual annual meetings for the 2021 proxy season, but with one important difference: the luxury of time. Many companies are already exploring retention of virtual annual...more
The COVID-19 pandemic has impacted U.S. public companies in myriad ways. The fact that the traditional proxy season — the period from April through June when a substantial number of public companies hold their annual meetings...more
As proxy season approaches for a number of public companies, the Securities and Exchange Commission (SEC) and certain state authorities have taken steps to revise their current corporation laws or provide guidance for...more
Institutional Shareholder Services and Glass, Lewis & Co. released revised proxy voting guidelines in light of the Coronavirus (COVID-19) pandemic. This On the Subject details key implications for the 2020 proxy season...more
UPDATE - After this article was published, New York Governor Andrew Cuomo issued an executive order clarifying this issue. According to the order, due to the coronavirus pandemic, until April 19, 2020, companies...more
On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more
As Maryland corporations navigate this year’s proxy season, many have come face-to-face with the COVID-19 pandemic. The social distancing requirements related to the pandemic will often deter - or prevent - in-person...more
As efforts to contain the spread of COVID-19 gain steam, companies may consider whether to hold a virtual annual meeting rather than a traditional in-person meeting. To that end, the SEC staff has offered public companies...more
March 14, 2020, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”) provided helpful guidance to issuers, shareholders and other market...more
As proxy season and the coronavirus pandemic collide over the next few months, travel restrictions, quarantines and health concerns are complicating many public companies’ plans for their annual stockholder meetings. Many...more
Coronavirus (COVID-19) is having an unprecedented impact on the world’s economy, including historic stock market declines, a virtual standstill in business and leisure travel, closures of schools and businesses and a focus on...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance on March 13 issued guidance designed to assist companies in complying with federal proxy rules in light of the coronavirus (COVID-19)...more
The Staff of the U.S. Securities and Exchange Commission (SEC) announced guidance on March 13 for public companies that have been impacted by the coronavirus disease 2019 (COVID-19) and that wish to modify the date, time or...more
April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more
The SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with their upcoming annual shareholder meetings....more