The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
Does my company need to have a Stockholder meeting every year? • According to Section 211 of the Delaware General Corporation Law (DGCL), a stockholder meeting should be held annually to elect directors and to transact...more
Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
The protective governmental measures to prevent the spread of the COVID-19 pandemic, in particular, the restrictions on the assembly of persons, affects the ability of companies to act. For the time being, Stock Corporation...more
• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more
A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more
Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more
The Delaware Court of Chancery on May 2 rejected a request by Third Point to enjoin Sotheby’s annual stockholder meeting, scheduled for May 6, because of a “poison pill” stockholder rights plan adopted by Sotheby’s board....more
On October 21, 2013, Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding,...more