News & Analysis as of

Securities and Exchange Commission (SEC) Board of Directors Shareholder Meetings

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season and Other Recent SEC Developments

Seward & Kissel LLP on

This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more

Venable LLP

Protecting Closed-End Investment Companies under Maryland Law

Venable LLP on

Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more

Paul Hastings LLP

Public Company Update: Corporate America Beware: Labor Unions, Social Activists, and Universal Proxy Cards

Paul Hastings LLP on

On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the...more

Nelson Mullins Riley & Scarborough LLP

Better Late than Never: Virtual Shareholder Meetings Now Available to South Carolina-Chartered Corporations

South Carolina-chartered corporations may now hold virtual meetings of shareholders whereby shareholders and proxy holders not physically present at the annual or special meeting location may participate by means of remote...more

BCLP

Universal proxies are here - are you ready?

BCLP on

As discussed in our November 17, 2021 post, management of public companies are required to use universal proxy cards for shareholder meetings involving most election contests held after August 31, 2022. This means that both...more

Goodwin

Agencies Approve Final Rule: Computer-Security Incident Notification

Goodwin on

In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Universal Proxy Rules

On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections, which it had previously proposed in 2016. Under the final...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Akin Gump Strauss Hauer & Feld LLP

SEC Adopts Final Rules Requiring Universal Proxy Cards

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted final rules requiring the use of a universal proxy card by all parties in contested elections for directors at shareholder meetings. The rules require...more

BCLP

SEC Approves Universal Proxy Card Rules; Proposes to Rescind Portions of July 2020 Amendments to Proxy Advisor Rules

BCLP on

Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more

Dorsey & Whitney LLP

SEC Requires Universal Proxy Cards for Contested Director Elections, Amends Other Proxy Disclosure Requirements for All Director...

Dorsey & Whitney LLP on

As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more

Cooley LLP

Blog: ISS releases new benchmark policies for 2021

Cooley LLP on

Yesterday, ISS released its new benchmark policies, effective for shareholder meetings on or after February 1, 2021. In addition to anticipated policy changes (regarding board racial and ethnic diversity, shareholder...more

Jones Day

DGCL Amendments: Key Highlights for Delaware Corporations

Jones Day on

The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more

K&L Gates LLP

COVID-19: Delaware's 2020 Amendments to its General Corporation Law Respond to COVID-19 and More

K&L Gates LLP on

On 16 July 2020, the General Corporation Law of the State of Delaware (the DGCL) was amended (the 2020 Amendments) to assist Delaware corporations in responding to challenges arising from the novel coronavirus (COVID-19)...more

Sullivan & Worcester

SEC Updates to Guidance on Shareholder Meetings and Annual Meetings

Sullivan & Worcester on

The SEC staff has further updated its relief and guidance for public company shareholder meetings in light of COVID-19 concerns (see: https://www.sec.gov/ocr/staff-guidance-conducting-annual-meetings-light-covid-19-concerns)....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Governor Issues Order Regarding Notice of Change to Virtual Stockholders’ Meeting for Public Companies Due to COVID-19

On April 6, 2020, the governor of Delaware, John Carney, issued an executive order addressing the notice requirement for public companies that switch their stockholders’ meetings from a physical location to a “virtual”...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Considerations for Holding Virtual Annual Shareholder Meetings in Light of COVID-19

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

McDermott Will & Emery

COVID-19 Considerations for US and European Public Companies

McDermott Will & Emery on

The Coronavirus (COVID-19) pandemic and the responses of governments and societies to the crisis are having a profound impact on public companies and capital markets worldwide. Such companies, including those in the United...more

Hinshaw & Culbertson LLP

Options for Conducting Annual Shareholder Meetings and Director Meetings During a Time of COVID-19 Shelter in Place Orders

As social distancing policies and mandates continue to take hold across the country, companies are grappling to understand the implications of these measures on their business. One compliance issue to resolve is that...more

Pillsbury Winthrop Shaw Pittman LLP

COVID-19 (Coronavirus): What to Do about This Year’s Annual Meetings

The SEC staff issues guidance to assist issuers with annual meeting changes to deal with the evolving COVID-19 situation, but SEC regulations are not the only concerns companies have to address. Some companies may have to...more

Eversheds Sutherland (US) LLP

And now for some good news - SEC no-action position provides limited relief for fund in-person voting requirements

On February 28, 2019, the Chief Counsel’s Office of the Securities and Exchange Commission’s Division of Investment Management issued a letter stating its no-action position regarding certain in-person voting requirements...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...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

WilmerHale

Shareholder Proposals

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What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more

Goodwin

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

Goodwin on

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

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