The 2013 Amendments to the Delaware General Corporation Law
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
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
Join Vinson & Elkins securities lawyers to discuss the 13 mistakes that keep us up at night. Topics include missed 8-Ks, CEO tweets, website mismanagement, voting disclosure and counting, registration statement overissuances,...more
Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more
Earlier this month, Institutional Shareholder Services ("ISS") released its annual global benchmark policy survey (the "ISS Survey"). The ISS Survey includes questions on "hot topics" in corporate governance, and its results...more
In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more
As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more
We’ve put lawyers from our offices in Spain, France, Germany, the Netherlands, and the U.S. on the spot. Having got them thinking about when they’ve been up against shareholders in M&A litigation, we asked for pointers you...more
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
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
Corporate governance – 4MLD and changes to the PSC regime - Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money...more
Given the sanctity of the stockholder vote in Delaware law, it would be surprising if the Court of Chancery would ever reverse such a vote or the use of stockholder consents to take corporate action....more
Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is “to serve the public...more
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial....more
Uncertainty continues as Broadridge flip-flops over its policy on the disclosure of interim proxy tallies in a proxy contest. In early February 2014, Broadridge announced a new policy that a company and shareholder proponents...more
PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more
In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more