Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more
According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more
In May, I took note of this Form 8-K filed by P.A.M. Transporation Services, Inc. announcing board approval of a plan to convert the company's state of incorporation from Delaware to Nevada. The company has now filed...more
Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150 (SV150) to see whether they included an officer exculpation proposal in their proxy statements for stockholder meetings held from August 1,...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
Earlier this spring, yet another lawsuit alleging a company failed to adequately promote diversity was dismissed for a failure to properly allege demand futility. In City of Pontiac Police & Fire Ret. Sys. v. Jamison, the...more
I continue to read confused statements in proxy statements about the vote required for shareholder action. The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law...more