From Distance Meetings to Diversity Reports: 2020 Updates for NY State Businesses
This article is part five of six articles in the “DExit to Texas: What You Need to Know About Reincorporating in the Lone Star State” series, which covers why Delaware companies are considering redomiciling in Texas and the...more
Here’s an excerpt from this Cooley Alert penned by Beth Sasfai, Brad Goldberg, Michael Mencher, Vince Flynn, Victoria Peluso, Reid Hooper and Justin Kisner: “Governance proposals remained steady in volume and continue to...more
Who makes decisions and how the affairs of a Jersey company are managed is dictated by a combination of the Jersey Company Law and the company's memorandum and articles - Under the Law, certain corporate actions must be...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
The amendments grant listed companies greater flexibility in determining distributable profits and establish clear controls for the removal of board members by the general assembly....more
1. Types of business entities - The most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”), the corporation (“Sociedad Anónima” or “SA”)...more
The Hong Kong Stock Exchange (HKEX) has confirmed further changes to its paperless listing regime. One practical change stands out for listed issuers that intend to hold hybrid general meetings or offer electronic...more
Welcome to the McGuireWoods Quarterly Securities & Capital Markets Update, a series of updates that reviews important securities law developments from the previous quarter and alerts readers of significant considerations for...more
With the arrival of opening day, the minds of in-house legal counsel inevitably turn towards annual meetings. ...more
I’ve blogged several times recently about the ways you might – and might not – use AI to help you take notes during a variety of meetings. Now let’s tackle how you might use AI to help run an annual shareholders meeting....more
Shareholder activism has been on the rise globally over the past decade. Bermuda has not been immune from that trend. Shareholder activism in Bermuda often involves differing considerations unique to offshore jurisdictions....more
In early 2026, the US Securities and Exchange Commission (the "SEC") released new and updated Compliance and Disclosure Interpretations ("CDIs") that address business combinations, tender offers and shareholder meetings and...more
We are often asked by clients to assist them in preparing for and holding their annual meetings of stockholders. A variety of materials, including our memorandum, Proxy Materials and Annual Meetings under Maryland Law – 2026,...more
Despite factors that might have otherwise presented challenges for activists, shareholder activism in Canada proved resilient in 2025. The passing of a year marked by geopolitical and economic uncertainty – a trend which...more
With two investors having recently announced they would no longer be using traditional proxy advisors in the US, I thought it would be a good time to sit down with Will Goodwin – co-founder of Tumelo – to learn more about...more
We have undertaken a review of the FTSE 350 companies whose AGMs were held last year. Our analysis highlights how companies approached meeting formats, shareholder engagement and capital authorities during the 2025 season, as...more
If you’re a VC, an investor director, or a board member of a Delaware company, the control question you should be asking isn’t “Do we have the votes?” It’s “Can we execute control on Monday morning?” Delaware control...more
In remarks delivered on February 23, 2026 at the U.S. Chamber of Commerce Center for Capital Markets Competitiveness, SEC Chairman Paul S. Atkins reinforced his ongoing agenda aimed at revitalizing U.S. public markets and...more
ISS and Glass Lewis’s 2026 updates to their U.S. proxy voting guidelines apply to shareholder meetings held on or after February 1, 2026....more
As proxy season kicks off in earnest, we’ve reached the time of year when public companies should evaluate whether additional equity plan shares will be needed during the next 12 to 16 months – i.e., to meet any immediate...more
On January 23, 2026, the Staff of the U.S. Securities and Exchange Commission (the "Staff") issued updated guidance that provides greater flexibility for public companies conducting the required "broker search" in connection...more
In a recent statement issued by the SEC on January 16, 2026, Chairman Atkins discussed his views on SEC disclosure reform. During the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, back on October...more
Following up on Part 1 of this blog that explains what a “preliminary proxy” is – and the first two common mistakes made with them – here are three more common mistakes (as well as a bonus note):...more
This snapshot summarises the key developments and issues which have arisen over the last 12 months and which UK-incorporated listed companies should have on their radar when preparing their annual report to be published in...more
With the partial federal government shutdown likely to close the SEC for only a day or two – see this new set of Corp Fin FAQs on the impact of a shutdown, which is essentially the same as the guidance from the last shutdown;...more