Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
The following new SEC insider trading disclosures will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more
The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp....more
On May 1, 2024, the Delaware Supreme Court, sitting en banc, reversed the dismissal of breach of fiduciary claims against Inovalon Holdings, Inc. (the “Company”) and its CEO and directors in connection with the Company’s...more
The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...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
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
The firm is pleased to present its 2023 Silicon Valley 150 Corporate Governance Report, which analyzes the governance of the Valley's largest public companies and reviews various matters regarding annual meetings held between...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
Filing Deadlines For Calendar Year Companies...more
In light of new disclosure rules as well as investor interest, companies may wish to modify their D&O Questionnaires for the 2024 proxy season to address certain hot topics...more
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below,...more
Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
In August 2023, following this year’s proxy voting season, two of the world’s largest asset managers published their voting records, which revealed that their support for environmental and social shareholder resolutions had...more
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more