JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
Virgin Media's Lawyer on Liberty Global Deal
On November 17, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) announced it will not respond to, and will express no views on, requests for exclusions of...more
On November 17, 2025, the SEC’s Division of Corporation Finance issued a statement regarding no action letter requests related to Rule 14a-8 shareholder proposals....more
The SEC Chairman indicates a policy shift for public companies, inviting them to take action to exclude precatory shareholder proposals from their proxy materials. In a recent keynote address at the Weinberg Center for...more
We’ve been blogging quite a bit about ExxonMobil’s retail voting program, including this blog about a recent lawsuit filed against it. It remains to be seen whether other companies will pursue this type of program even though...more
In brief - On 20 October 2025, ASX released its consultation paper titled “Shareholder approval of dilutive acquisitions and changes in admission status” (Consultation Paper) (link to the Consultation Paper here)....more
Engaging with shareholders and responding to shareholder activism continue to be top-of-mind for public companies. These situations present opportunities for management teams and boards of directors to work together to...more
On September 15, 2025, the staff of the U.S. Securities and Exchange Commission (the “SEC”) granted no-action relief with respect to the compliance of Exxon’s proposed retail shareholder voting program (the “program”) with...more
The Legislative Decree introduces significant changes with regard to takeover bids, corporate governance, and other obligations for listed companies....more
I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory...more
In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public...more
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information....more
On September 15, 2025, the SEC’s Division of Corporation Finance issued no-action relief to ExxonMobil (Exxon) regarding the company’s retail voting program in response to a request letter submitted by Exxon to the SEC on the...more
Activism didn’t pause in 2025 – it evolved. Campaign counts are up, tactics have multiplied, and boards are settling faster and earlier. As Goldman Sachs’ Neil Rudisill put it on Cooley’s Market Talks panel, “We’re on...more
On September 15, the Securities and Exchange Commission (SEC) Office of Mergers and Acquisitions responded to a no-action request from Exxon Mobil Corporation (Exxon), confirming that it would not recommend enforcement action...more
In Kulkarni v Gwent, the Court of Appeal found that “material” and “persistent” breaches of a shareholders' agreement could be remedied, even though they were grounds for terminating the contract....more
On-market acquisitions by a bidder at prices higher than the announced bid price are not inherently illegal or unacceptable, but they should be announced promptly. ...more
The SEC Staff issued a no-action letter to Exxon Mobil Corporation on September 15, 2025, confirming that it would not recommend enforcement action under the proxy rules if the company implements a first-of-its-kind system...more
In today’s market, an initial public offering (IPO) can be an attractive liquidity option – but you have to be ready to price when the moment is right. While the business and management story, financial reporting and...more
On September 17, 2025, without seeking public comment, the SEC approved two controversial items in a 3-1 vote...more
Cayman company structures give boards flexibility to adopt anti-takeover measures. Anti-takeover devices remain a core advantage for Cayman companies listed on global markets....more
Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more
According to the news reports, during the June 2025 annual general meeting season, shareholders made a total of 399 proposals to 114 Japanese publicly listed companies. This marks the fourth consecutive year of...more
Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more
After decades of dominance by Delaware, there is a renewed competition for corporate charters among states. Nevada, Texas and several others are making efforts to attract companies to initially organize or reincorporate in...more
When you’re launching a startup, it’s easy to blur the lines between owners, decision-makers and doers—especially when you’re all three. But as soon as you raise money, add a co-founder, or bring on outside help, things get...more