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10 For 10: Top Compliance Stories For the Week Ending March 15, 2025
Wolf Greenfield’s New Shareholders
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When a co-shareholder purchases the debt obligations of the company without partners' knowledge
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JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
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Marketing Minute Video with NP Strategy: Mastering Stakeholder Engagement
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Taking the Pulse, A Health Care and Life Sciences Video Podcast | Episode 143: Paul Sheils, CEO, Fluent
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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?
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Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...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
In a rare move to update its voting policies in the midst of proxy season, ISS issued this press release stating it will no longer consider a board’s gender, racial or ethnic diversity when making director election...more
Institutional Shareholder Services (“ISS”) and Glass Lewis have published their Canadian benchmark policy guidelines for the 2025 proxy season. Key updates focus on the board’s oversight of artificial intelligence (“AI”),...more
On January 31, 2025, Vanguard issued its proxy voting policy for US portfolio companies, following the publication of BlackRock’s proxy voting guidelines for benchmark policies – US securities in December 2024. The updates...more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...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
In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis &...more
Institutional Shareholder Services (ISS) has released updates to its Canadian proxy voting guidelines for the 2025 proxy season. The ISS updates are effective for shareholder meetings occurring on or after February 1, 2025....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
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
Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more
A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
Recent Trends Show Increased Focus on Allegations of "Greenwashing" Over the past few years, regulators, businesses, and the market in general have become increasingly focused on environmental, social, and governance (“ESG”)...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
The SEC recently approved two proposals by NASDAQ concerning board diversity. Specifically, the proposals would "require each Nasdaq listed company, subject to certain exceptions, to publicly disclose . . . information on...more
On April 7, 2021, the Government of Canada published Diversity of Boards of Directors and Senior Management of Federal Distributing Corporations. The report is the first report on the effect of the government's efforts to...more
The regulatory regime and disclosure requirements for listed companies in the UK will continue to evolve in 2020. Issuers and their advisers should be aware of the key legal developments that will occur during this year,...more
On April 8, 2019, the Federal Government introduced Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures, which includes proposed changes to the Canada...more
The season for shareholders' annual general meetings is fast approaching, and we would like to take this opportunity to provide our clients and friends with some suggestions that we believe provide strategic flexibility and...more
Companies incorporated under the Canada Business Corporations Act (CBCA) will need to consider new rules regarding director elections, diversity disclosure, shareholder communications and other matters....more