In Ho Kwok Leung Glen, Hau Kai Ling and Ge Jun v Nan Hai Corporation Limited [2024] SC (Bda) 2 Civ, 31 January 2024, the Supreme Court of Bermuda (the “Court”) rejected the Plaintiffs’ application for a declaration that seven...more
In August 2023, following this year’s proxy voting season, two of the world’s largest asset managers published their voting records, which revealed that their support for environmental and social shareholder resolutions had...more
A group of institutional investors led by the Australian Centre for Corporate Responsibility (ACCR) and the NGO ShareAction has filed a shareholder resolution seeking details of the “specific plan” for Glencore PLC, a...more
On 24 June 2022, the Honourable Mr Justice Harris (of the High Court of Hong Kong Special Administrative Region) granted assistance to Cayman Islands appointed Joint Provisional Liquidators (the “JPLs”) of Seahawk China...more
A recurring discussion whenever there is a proposal to dismiss a managing director is whether they actually are a managing director under the articles of association (statutair bestuurder). This is an important question...more
A recent Privy Council decision examines the extent to which formal shareholder resolutions may be bypassed by relying on the Duomatic principle. The ability for shareholders to pass resolutions - or assent to a course of...more
The recent Privy Council decision in Staray Capital Ltd v Cha [2017] UKPC 43 confirmed that a company's constitution can be validly amended in a manner which is intended to adversely affect a minority shareholder, including...more
The Financial CHOICE Act introduced in the House this spring has largely garnered attention because of its rollback of Dodd-Frank, but the bill would also significantly change the rules governing shareholder resolutions for...more
We previously noted BlackRock’s recent shareholder votes in favor of increased reporting of climate risks by ExxonMobil and Occidental. Now, BlackRock has stepped it up a notch by including “vote bulletins” on its investment...more
A new trend is emerging among the country’s most influential fossil fuel investors: a demand for climate change accountability and progress towards a low-carbon economy. On May 31, 2017, a vote among Exxon Mobil’s...more
On May 31, shareholders at Exxon Mobil Corp. (“ExxonMobil”) voted in favor of a climate change resolution asking the company to publish an annual report on the business impact of measures designed to limit global temperature...more
To help with our predictions and recommendations, we’ve talked with industry experts, our colleagues at NAVEX Global, and ethics and compliance professionals from our more than 12,500 client organizations. Based on their...more
This decision reviews the history of the effect of stockholder ratification on director compensation. Briefly, stockholder ratification will cause the compensation to be subject to the business judgment standard of review...more
A recent Sixth Circuit decision indicates that company boards should proceed cautiously in providing notice of shareholder meetings, particularly where a dissident shareholder is expected to offer a resolution. ...more
Yesterday, I wrote about stockholder challenges to director compensation. Today’s post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The...more