News & Analysis as of

Shareholder Meetings

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2018 Proxy Season

by Ropes & Gray LLP on

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines. This Alert provides a brief summary of the significant changes to each...more

SEC’s Division of Corporation Finance Publishes Staff Legal Bulletin No. 14I on Shareholder Proposals

On November 1, 2017, the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB No. 14I) to offer guidance on the scope and application of Rules...more

5 Basics for Successfully Navigating Your Next Meeting

I’d be a rich woman if had a dollar for every time I’ve heard the parliamentary procedure query, “Why all these rules, anyway?!” Well, I didn’t make them up, and they weren’t hatched recently at all – Robert’s Rules harks...more

California And Virtual Annual Meetings

by Allen Matkins on

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders. 72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an...more

A Quick Guide to Voting Terms (Plus PDF Download)

Attend a meeting or read an organization’s rules, and you’re likely to encounter a variety of voting terms. Parliamentary procedure (e.g., the rules of Robert’s Rules and other parliamentary procedure guidebooks) helps us out...more

Requisitioned meeting breaks deadlock

by Dentons on

A deadlocked board of directors, talk of a “public flogging”, and a court reluctant to intervene. The case of Goldstein v. McGrath is a colourful recent example of a requisitioned public company shareholders’ meeting, with...more

A Virtual Reality: New Opportunities for Shareholder Meetings in Virginia and Beyond

by McGuireWoods LLP on

This spring, Virginia Gov. Terry McAuliffe approved legislation passed by the General Assembly permitting Virginia corporations to hold virtual-only shareholder meetings, beginning July 1, 2017. When the new law goes into...more

Shareholders have "fundamental right" to call meetings, Ontario appeal court rules

by DLA Piper on

For all the talk of proxy access in the U.S., and now Canada (see DLA Piper’s 2016 and 2017 publications on this point), one of the more powerful tools available to shareholders of Canadian companies is the power to...more

Schemes of arrangement: share splitting and exercise of voting power

by Dentons on

In a decision on a previously undecided point, the High Court has held that a share-splitting exercise, carried out by a shareholder to boost the number of shareholders voting against a scheme of arrangement, did not defeat...more

Certain Considerations Relating to Virtual Shareholder Meetings

by White & Case LLP on

Virtual annual shareholder meetings are gradually increasing year-over-year, but the absolute number is still small and investor resistance to the "virtual-only" format persists. Nevertheless, additional companies continue to...more

Updates on Public Company GMS and shareholders reporting

by White & Case LLP on

On March 14, 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two regulations impacting voting rights at a General Meeting of Shareholders of Public Companies ("GMS") and transparency...more

"Annual Meeting Proxy Statement Reminders"

As companies finalize their proxy materials for annual shareholder meetings, they should consider the following U.S. Securities and Exchange Commission (SEC) filing and disclosure requirements. Ensure clarity on the proxy...more

The Hot List: 2017 proxy season trends and action items

by DLA Piper on

As we enter 2017, we want to bring to your attention a few items that we believe will play a prominent role in the upcoming 2017 proxy season. In 2016, as we had predicted, proxy access was the foremost hot topic,...more

Further guidance on the new CMA circular on corporate governance

by Dentons on

Following on from our recent article on the Capital Market Authority's (CMA) recent Circular (E/10/2016) clarifying aspects of the new Code of Corporate Governance for Public Listed Companies (the Code), we now discuss some...more

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

It’s Time to Consider Virtual Annual Meetings

More and more companies are moving to virtual-only or hybrid (both virtual and physical) annual shareholder meetings, though they remain in a substantial minority. Other companies sometimes pause to consider virtual meetings...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Do “Corporate Formalities” Matter in Family Businesses?

by Murtha Cullina on

Family owned corporations are subject to the same statutory requirements regarding entity governance as non-family owned businesses. Thus, in order to fully comply with the applicable statute for the state where the business...more

ISS Corporate Governance and Compensation Voting Policies for 2017

by Goodwin on

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Nevada Corporations And Virtual Stockholder Meetings

by Allen Matkins on

Companies typically cite cost savings and ease of access as the motivation for holding virtual stockholder meetings. Andy D. Bryant, Chairman of the Board of Intel Corporation, for example, provided the following rationale...more

Recycled Water and New Construction. New Standards Being Considered.

The second a series of stockholder meetings will be held on August 30, 2016 in Sacramento, California to consider proposed amendments to the state building code for the installation of recycled water systems for newly...more

[Webinar] Corporate Governance Essentials - Meritas Capability Webinar - August 17th, 1:00p.m. U.S. CDT

Every lawyer, no matter your practice area, should know some basics of corporate governance in order to properly service clients. This webinar is intended to provide some essential information about corporate governance in...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

by 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

Evolving Director-Investor Communications: Preparing for Your Board’s Direct Engagement with Shareholders

by Latham & Watkins LLP on

Preparation, two-way communication, targeted proactive engagement and choosing the right director for the job are the keys to a successful engagement strategy, say Latham & Watkins partners Mark Gerstein and Steve Stokdyk in...more

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