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Shareholder Votes

Bradley Arant Boult Cummings LLP

5 Characteristics of a Rock Star Teller

First things first: What’s a teller? In the world of parliamentary procedure, a teller is a person who helps to pass out, collect, and count ballots, and a head teller reports the results of a vote to the chair for...more

Smith Anderson

Changes to the North Carolina Business Corporation Act Affecting Voting Trusts and Shareholder Agreements

by Smith Anderson on

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), which the governor signed into law and which took effect on October 1, 2018 (the...more

Bradley Arant Boult Cummings LLP

The Real Truth about Who Gets to See Meeting Minutes

In the world of parliamentary procedure, there’s a common scenario: A member asks to see copies of past meeting minutes, and the group’s secretary says, “Over my dead body.” We all know how the request tends to come about...more

Bradley Arant Boult Cummings LLP

How to Challenge the Announced Result of a Voice Vote

“The ‘ayes’ have it, and the motion is adopted.” Have you ever heard these words announced after a voice vote in a meeting and thought, “Um, no. Pretty sure that motion didn’t have enough ‘yes’ votes to pass”? If so, you’re...more

Cooley LLP

Blog: Were reports of the demise of universal proxy premature?

by Cooley LLP on

The specter of the possible imposition of mandatory universal proxy has long been with us. The SEC apparently considered requiring universal proxies back in 1992 and, in 2014, the Council of Institutional Investors filed a...more

Foley & Lardner LLP

SEC Announces Upcoming Roundtable on the Proxy Process

by Foley & Lardner LLP on

On July 20, 2018, the United States Securities and Exchange Commission (the “SEC”) announced that it intends to host a roundtable in the fall 2018 to hear from market participants regarding the SEC’s rules governing the proxy...more

Bryan Cave Leighton Paisner

Fifth Circuit Affirms Dismissal of Bankruptcy Case Due to Lack of Corporate Authority to File (and provides a blueprint for veto...

On June 14, 2018, the United States Court of Appeals for the Fifth Circuit issued a revised opinion that held that Federal law does not prevent a bona fide shareholder from exercising its right to vote against a bankruptcy...more

Perkins Coie

A New Virtual (Meeting) Reality for Washington Corporations

by Perkins Coie on

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

Dechert LLP

FCA Creates New Premium Listing Category for Sovereign-Controlled Companies

by Dechert LLP on

The UK Financial Conduct Authority (FCA) has finalised rules to create a new category within its premium listing regime aimed at companies controlled by a sovereign state....more

White and Williams LLP

2018 Proposed Amendments to the Delaware General Corporation Law on Appraisal Rights and Ratification of Defective Acts

by White and Williams LLP on

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments...more

Bradley Arant Boult Cummings LLP

How to Take a Vote Online

In today’s world, there’s one main reason for using online voting: convenience. (Who wouldn’t want to vote from their living room instead of traipsing across town or across the country?) Plus, online voting increases the...more

Seyfarth Shaw LLP

Delaware Supreme Court Elaborates Upon When A Shareholder Vote Is Fully Informed

by Seyfarth Shaw LLP on

Seyfarth Synopsis: The Delaware Supreme Court recently held that a shareholder vote on a tender offer was not fully informed where the company did not disclose why its founder, chairman and largest stockholder abstained from...more

Bradley Arant Boult Cummings LLP

4 Things Most People Get Wrong about Abstentions

Raise your hand if you’ve ever heard or said these words: • “All those in favor, say ‘aye.’” • “All those opposed, say ‘no.’” • “Any abstentions?” And just keep your hand up there if that last question makes you...more

Bradley Arant Boult Cummings LLP

A Beginner’s Guide to Governing Documents & Rules

I talk a lot on this blog about Robert’s Rules. But let’s be clear that Robert’s Rules (or your parliamentary authority of choice) is not the end-all, be-all. Truth-be-told, there are many sets of rules that your organization...more

White and Williams LLP

Delaware Chancery Court Clarifies That Section 144 Compliance Will Not Automatically Bestow Business Judgment Protection

by White and Williams LLP on

Most directors and officers are aware of Section 144 of the Delaware General Corporation Law, which provides that a corporate transaction involving an interested director or officer is not void solely because of that reason,...more

Bradley Arant Boult Cummings LLP

How to Ignore Robert’s Rules and Do Your Own Thing

Does parliamentary procedure matter? Absolutely. But we all know that Robert’s Rules can really cramp your style. (Eighth wonder of the world: A parliamentarian actually admits the frustrations of procedure!) So, some good...more

Bradley Arant Boult Cummings LLP

3 Essential Facts about Bylaws

As a parliamentarian, I’ve witnessed the confusion: Everybody’s cool with meetings and procedure until someone references the mysterious organizational “bylaws.” Instead of feeling comforted by this governing document, people...more

White and Williams LLP

New Jersey Adopts Series of Changes for Corporations

by White and Williams LLP on

The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more

Jones Day

Hong Kong Securities and Futures Commission Proposes Raising Whitewash Approval Threshold

by Jones Day on

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

Morrison & Foerster LLP - JOBS Act

Nasdaq Proposal to Amend Shareholder Vote Rule

As we have previously discussed on our blog, the securities exchanges impose shareholder vote requirements in connection with certain financing transactions. These rules are often referred to as the “20% Rule,” since, for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Insights

Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,...more

White & Case LLP

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

White & Case LLP

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

Skadden, Arps, Slate, Meagher & Flom LLP

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

Bradley Arant Boult Cummings LLP

Easy Fix: Ways to Make an Agenda Work for You

Robert’s Rules just wouldn’t have clout if it didn’t provide a standard order of business. So, it provides a six-part agenda that can get you started... ...more

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