News & Analysis as of

Shareholder Rights Board of Directors

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Public Benefit Corporations Have Arrived in Texas

by Jackson Walker on

Public benefit corporations, which are recognized in over 30 states, have now been adopted in Texas. The Texas public benefit corporation laws became effective on September 1, 2017. Now, businesses can incorporate in the...more

SFC Proposes Rules and Code for Open-Ended Fund Companies

by Dechert LLP on

Recently, the Hong Kong Securities and Futures Commission (SFC) published a consultation paper on the Securities and Futures (Open-ended Fund Companies) Rules (Rules) and Code on Open-ended Fund Companies (Code) which, if...more

Blog: Framework Developed By The Investor Stewardship Group Establishes Common Set Of Investor Expectations For Corporate...

by Cooley LLP on

The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more

Did The Harvard Shareholder Rights Project Prove Itself Wrong?

by Allen Matkins on

In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled “Did Harvard Violate Federal...more

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Saudi Arabia Approves New Corporate Governance Regulations

by Dechert LLP on

The publication of the Regulations is driven by the continued effort to attract additional foreign investment into the Kingdom and to harmonize the CMA’s own rules with those of the newly revised Companies Law2, as overseen...more

50/50 Ownership Relationships can be Trouble, Plan Ahead

by Holland & Knight LLP on

Case Study: Trans Perfect Global, Inc. Philip Shawe v. Elizabeth Elting, Delaware Supreme Court, February 13, 2017 - TransPerfect is a successful global translation business founded by two college friends, Philip...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

by Seyfarth Shaw LLP on

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more

Can The Board Remove A Director?

by Allen Matkins on

Can a board of directors remove one of its own? In the case of a California corporation, the answer is no. The power to remove directors is vested in the shareholders and the superior court pursuant to Corporations Code...more

Beware the Deadlock: Delaware Courts Step in on Corporate Dysfunction

by Zuckerman Spaeder LLP on

The board of directors controls a corporation, but individual directors don’t always agree on the future direction of the company. Sometimes, boards can split into factions. A company’s CEO may align himself with one side and...more

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

2016 half-year in review: M&A legal developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Changes to the Shareholder Rights Directive

by Dentons on

The representatives of the EU Council and EU Parliament have agreed the text of a new EU Directive to strengthen shareholder engagement and increase transparency in listed companies in the EU/EEA....more

Top 10 Topics for Directors in 2017

Here is our annual list of hot topics for the boardroom in the coming year: Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

by Bennett Jones LLP on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

by King & Spalding on

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

The Rise of Principles-Based Corporate Governance

In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more

A Call to Action: Leading Executives Issue “Commonsense Principles of Corporate Governance”

by Dorsey & Whitney LLP on

Citing the importance of publicly owned companies to the U.S. economy, a group of thirteen leading executives issued a set of principles, on July 21, 2016, outlining their vision for the critical elements of good corporate...more

New Governance Best Practices Released

by McDermott Will & Emery on

On July 21, a diverse consortium of leading corporate executives and business leaders released the compilation, "Commonsense Principles of Corporate Governance."...more

(Silicon Valley – Season 3 Finale)

Summarizing the week Jared writes, “Lewis Carroll famously said, ‘Begin at the beginning, go on to the end, and then stop.’ But that is hard advice to follow when one’s head is spinning…” It would have been just as apt if...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

IRRCi Publishes Follow-Up Study on Controlled Companies

Recently, the Investor Responsibility Research Center Institute (IRRCi) published a follow-up to its initial 2012 study on “controlled” companies, entitled “Controlled Companies in the Standard & Poor’s 1500: A Follow-up...more

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