The 2013 Amendments to the Delaware General Corporation Law
This proxy season, companies may have a harder time getting a handle on how their shareholders will vote as the federal government and a number of states move to limit the power of proxy advisors, and some large institutional...more
Proxy advisory firms have increasingly come under attack by regulators and were the targets of a White House executive order in December that may significantly impact their influence over the entire proxy voting ecosystem....more
“It is important to note that, in December 2025, ISS added an additional negative overriding factor, where a plan has an “insufficient” score under the Plan Features pillar (i.e., if the plan “lacks sufficient positive...more
As proxy season kicks off in earnest, we’ve reached the time of year when public companies should evaluate whether additional equity plan shares will be needed during the next 12 to 16 months – i.e., to meet any immediate...more
ISS has released its benchmark policy changes for 2026. The changes largely adopt ISS’s previously proposed policy changes. The new policies will generally apply to shareholder meetings held on or after February 1, 2026....more
In a move that could reshape the proxy voting landscape, Glass Lewis & Co. (Glass Lewis) has announced that it will discontinue its decades-old practice of issuing a single, “house view” recommendation on how institutional...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
Campanella v. Rockwell, C.A. No. 2021-1013-LWW (Del. Ch. Feb. 18, 2025) - Under the Corwin doctrine, the business judgment rule will apply when a transaction is approved by a fully informed uncoerced vote of disinterested...more
On August 8, 2025, the Delaware Court of Chancery dismissed an action in which a stockholder challenged an amendment to a FemtoMetrix Inc. voting agreement as invalid because the amendment allegedly did not apply “in the same...more
2024 brought several important decisions of the U.S. Supreme Court (SCOTUS) and the courts of the state of Delaware concerning how corporations, their boards of directors and officers interact with investors, regulators and...more
Delaware Chancellor Kathaleen McCormick held again last week that the pay package that Tesla’s board of directors awarded to Elon Musk in 2018 suffers from “fatal flaws,” and it was therefore rejected. This was the second...more
Mitchell Partners, L.P. v. AMFI Corp., C.A. Nos. 2020-0985-KSJM, 2020-0986-KSJM (Del. Ch. July 3, 2024) - In this case, in which the Chancellor reviewed a decision by a special master, the Court examined whether...more
On March 27, 2024, the Italian legislature implemented reforms to support the competitiveness of the Italian capital markets and attract investors, in line with the 2022 guidelines issued by former Prime Minister Mario...more
Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more
A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where...more
The legislation aims to enhance the competitiveness of the Italian capital markets by introducing various reforms regarding the listing process and corporate governance. Listings on Euronext Milan are supported by Bill n....more
The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more
As we enter the second proxy season under the Universal Proxy Rules, it has become ever more important for companies to understand the Universal Proxy Rules and be prepared to navigate the complexities of potential...more
In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more
The Delaware Supreme Court recently confirmed that the adoption of an exculpatory charter amendment does not require a class vote under the Delaware General Corporation Law ("DGCL")....more
Vinson & Elkins’ Shareholder Activism practice co-heads Lawrence Elbaum and Patrick Gadson will discuss how companies need to prepare against the year round attacks by shareholder activists. In a conversation moderated by...more
Recent decisions from the U.S. Court of Appeals for the Second Circuit and the U.S. District Court for the Southern District of New York have brought attention to anti-takeover strategies employed by registered closed-end...more
A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more
On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more
A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more