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Publicly-Traded Companies Director Nominations

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Wilson Sonsini Goodrich & Rosati

Approaching Shareholder Engagement in 2023

Shareholder engagement is an imperative for every public company. And with the recent adoption of universal proxy cards, 2023 promises to inject fresh uncertainty into how companies think about and approach that engagement....more

White & Case LLP

Japan's 2019 Proxy Season Results Announced (Shareholder Activism Update)

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Another record breaking year for shareholder proposals, including significant support for activists' and other dissident proposals - The number of shareholder proposals made by activist shareholders, votes against...more

Dechert LLP

SEC Staff Issues New Guidance on Board Diversity Disclosures

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The staff of the U.S. Securities and Exchange Commission recently issued new Compliance & Disclosure Interpretations (116.11 & 133.13) encouraging public companies to provide details on how they consider diversity when making...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Interpretive Guidance on Board Diversity Disclosures

On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more

Sheppard Mullin Richter & Hampton LLP

SEC Issues New Guidance on Diversity Disclosure Requirements

On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies...more

Akin Gump Strauss Hauer & Feld LLP

Diversity Disclosure Requirements: SEC Staff Issues New C&DIs Clarifying Regulation S-K Requirements

Last week, the Staff of the Division of Corporation Finance (the SEC Staff) of the Securities and Exchange Commission (SEC) released new compliance and disclosure interpretations (116.11 and 133.13) (the New C&DIs), which...more

Latham & Watkins LLP

Universal Proxies: What Companies Need to Know Now

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A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...more

Fenwick & West LLP

2017 Proxy Season Results in Silicon Valley and Large Companies Nationwide

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This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more

Jones Day

NYC Pension Funds Set Their Sights on Board Diversity

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The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more

Skadden, Arps, Slate, Meagher & Flom LLP

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Fenwick & West LLP

2016 Silicon Valley Proxy Season Results

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A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

Holland & Knight LLP

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

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New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

Seyfarth Shaw LLP

SEC Approves NASDAQ “Golden Leash” Rules

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Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

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