Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season. ▪️ Part I of this memo, which was published in January 2022, describes key...more
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
Location/Format of Annual Meeting. Given the continuing uncertainty surrounding the constantly evolving COVID-19 pandemic situation, an important decision for companies as we head into the proxy season will be the format of...more
Delaware Court of Chancery Declines to Dismiss Investment Firm from Stockholder Derivative Suit; Delaware Chancery Court Dismisses Majority of Claims Alleging that California Biotech Firm Profited from Nonpublic Information...more
In This Issue. The Consumer Financial Protection Bureau (CFPB) issued an interpretive rule on Fair Credit Report Act consumer information matching requirements; the Securities and Exchange Commission (SEC) approved the Public...more
As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities...more
Executive pay has been a hot topic for a number of years but the uncertainty created by the pandemic has resulted in an increased level of scrutiny of public company pay decisions and revised related proxy voting...more
The new year is well underway, and calendar year filers are knee deep in Form 10-K and proxy planning and drafting. Highlighted below are some of the key issues and changes that companies should consider as they continue work...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
Companies have offered benefits to employees, including executive officers, to enable them to continue their work and otherwise to make their lives easier during the COVID-19 pandemic. Now the SEC has released additional...more
Delaware adopted new amendments to its General Corporation Law (DGCL) on July 16, 2020. Amendments to sections 102, 110, 116, 145, 212, 228, 232, 251, 363, 365 and 367 appear to respond to the COVID-19 pandemic, while others...more
Since the start of the COVID-19 pandemic, several buyers in M&A transactions have sought to avoid closing on a transaction alleging that the seller experienced a material adverse effect (MAE) or breached interim operating...more
With annual reports on Form 10-K publicly filed and first quarter earnings releases getting underway, proxy season – the annual practice of filing and distributing proxy statements, reserving meeting venues and courting...more
The COVID-19 pandemic has caused unprecedented economic disruptions worldwide. Businesses that were previously flourishing are now seeing rapid declines in demand and revenue, disruptions in their supply chains, and other...more
In recent weeks, the U.S. Securities and Exchange Commission (SEC) and market participants have dealt with the current and potential impact of the novel coronavirus COVID-19 pandemic. To help market participants remain in...more
On March 13th, the SEC’s Division of Corporation Finance issued guidance allowing companies who had already filed proxy statements to switch to virtual-only meeting formats due to COVID-19 without mailing additional proxy...more
The novel coronavirus, COVID-19, is impacting every aspect of doing business, and annual meetings of shareholders are no exception. Each corporation is required by state corporation law, and usually its own bylaws, to hold...more
In light of Coronavirus Disease 2019 (“COVID-19”), the Securities and Exchange Commission (“SEC”) recently released guidance to assist public companies with their upcoming annual shareholder meetings. As explained in the...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...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
The coronavirus pandemic has created an unprecedented and rapidly evolving situation federal agencies are scrambling to keep up with. Our Securities Group examines the Securities and Exchange Commission’s continued efforts to...more
On March 25, 2020, the Securities and Exchange Commission (SEC) announced that it has issued an order that extends the filing periods covered by its earlier order providing conditional relief for certain filing obligations...more