Sunday Book Review: April 27, 2025, The Books on Business for May Edition
Daily Compliance News: April 24, 2025, The Made in Malaysia Edition
10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
Navigating Disputes Within Your Health Care Practice
When a co-shareholder purchases the debt obligations of the company without partners' knowledge
What happens when a majority owner makes a bad-faith capital call?
JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
“Monsters, Inc.” y el buen gobierno corporativo
Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
Conflictos de interés en Colombia, nueva regulación
Announcing Troutman Pepper's New Payments Pros Podcast! - The Consumer Finance Podcast
The Fundamentals of Shareholder Litigation
How ESG and Election Law Intersect: Putting the ‘S’ in ESG
Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
Podcast: The Legal Battle Over Mifepristone - Diagnosing Health Care
The Informed Board Podcast | How the SEC Is Making it Harder To Exclude Shareholder Proposals and What This Means for ESG This Proxy Season
The Informed Board Podcast | Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?
Morgan Horvitz of Galloway on gaining attorney engagement in key marketing and BD programs - Passle's CMO Series Podcast
Podcast: Direct Access Laboratory Testing: Navigating the Regulatory Landscape – Diagnosing Health Care
The members of Maynard Nexsen’s Public Company Advisory Practice counsel public companies and companies aiming to become public on the full range of matters shaping their governance and operation in the public markets. As a...more
The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada. In preliminary proxy materials filed yesterday with the...more
Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more
The annual DGCL amendments this year carry a little more urgency than before. SB21 was rushed through to the Delaware Senate in mid-February, bypassing the normal process that involves recommendation by the Council of the...more
When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more
For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made...more
On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more
While it remains to be seen, 2025 may go down in history as the year of Dexit. A few weeks ago, I wrote that several companies that had filed proxy materials proposing to reincorporate from Delaware to Nevada. Last Friday,...more
Last week, Nasdaq filed a proposed rules change with the Securities and Exchange Commission to remove the board diversity rule from Nasdaq's Listing Rules....more
Corporate crises happen—and that means we have to plan for them. While it isn’t practical to prepare for every possible corporate crisis, there are steps that boards and management teams can take to be better prepared. In...more
After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...more
Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more
Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. The...more
Post-election, securities industry professionals are pondering the new administration's impact on the regulatory environment and their businesses. While there is no sure outcome, many comfortably predict that under the Trump...more
SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more
Are you ever surprised that more companies don’t fail their say-on-pay votes? Say on pay was adopted by the SEC under a Dodd-Frank mandate signed into law against the backdrop of the 2008 financial crisis. The mandate was...more
Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy...more
In 2020, GlobalTech Corporation, a Nevada corporation, filed an amendment to its articles of incorporation increasing its authorized number of shares of common stock from 10 million to 500 million. The amendment was...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more