From Distance Meetings to Diversity Reports: 2020 Updates for NY State Businesses
Under the California General Corporation Law, a shareholder whose shares are pledged is entitled to vote those shares until the shares have been transferred into the name of the pledgee. Cal. Corp. Code § 702(c). There are...more
Shareholder voting is viewed as fundamental to keeping boards and managements accountable, and, every year, billions of shares are voted at thousands of shareholder meetings of public companies. However, it is widely...more
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
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
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
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
What You Need To Know: •New Jersey corporations may now hold fully remote shareholder meetings even absent a state of emergency. •Boards of directors must still adopt guidelines and procedures governing remote...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - At an open meeting last week, the SEC voted (once again, three to two) to adopt highly controversial amendments...more
On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more
The Russian parliament urgently passed a new law on 14 March that amends the Federal Law on Joint Stock Companies (the JSC Law) to allow shareholder meetings in 2020 to be conducted by absentee voting if the agenda includes...more
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, recently proposed changes to its benchmark voting policies to be applied for upcoming shareholder meetings taking place on or after February...more
If you’ve ever volunteered been hand-selected to be a teller at an annual meeting or convention, you know there’s that brief moment of panic when you hope you know what you’re doing and hope you haven’t just screwed up an...more
Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more
The Situation: The high level of certainty of obtaining shareholders' approval for whitewash waivers could lead to potential abuse by parties looking to obtain or consolidate control through whitewash transactions in Hong...more