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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
In November 2018, the citizens of Mission Viejo elected three persons to the City Council for two-year terms of office, rather than four years as prescribed by California Government Code section 57377. This was done pursuant...more
John Jenkins at DealerLawyers.com writes today about a decision by Vice Chancellor J. Travis Laster concluding that disparate voting rights based on the identity of the holders is permitted by the Delaware General Corporation...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more
While there are a few different forms of “corporate” entities in Israel, this guide will focus on companies and partnerships as these are the entities that the non-Israeli businessman is most likely to set up or invest in if...more
ISS has released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after Feb. 1, 2022, except for those updates that are being...more
On Thursday, November 4, proxy advisory firm Institutional Shareholder Services (ISS) launched an open comment period on 16 proposed policy changes. The request for comment grouped the proposed changes within five general...more
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders....more
During uncertain times, public companies may find themselves in need of additional capital, but a traditional follow-on underwritten public offering may be out of reach or considered too risky. Alternative ways to access the...more
In the context of the COVID-19 crisis, the French government introduced some new rules to strengthen France's control over foreign investments: •through a Decree (décret) and an Order (arrêté) dated 22 July 2020, the...more
The Recovery Decree allows Italian companies with equity listed on regulated markets to issue multiple voting shares to enhance competition with foreign countries and protect the Italian markets. The Recovery Decree dated...more
Corporate Governance Trends - A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of...more
This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more
The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more
On February 28, 2019, the Division of Investment Management of the Securities and Exchange Commission issued a no-action letter to the Independent Directors Council (IDC) granting no-action relief to certain situations where...more
The influence of British rule immediately prior to the establishment of the State of Israel has left a lasting mark on Israeli corporate law. Even though Israel is commercially much closer to the U.S., the links to the...more
In a paper titled, “The Importance of Inferior Voting Rights in Dual-Class Firms,” author Dov Solomon focuses on companies with a class of non-voting stock. ...more
After publishing the “New Board Concept Paper” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued a consultation paper on February 23, 2018, titled “A Listing Regime for Companies From Emerging...more
After publishing the “New Board Concept Paper Conclusions” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued on 23 February 2018 a consultation paper entitled “A Listing Regime for Companies From...more
In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more
SNAP Inc., the parent company of Snapchat, went public yesterday with a valuation of approximately $33.4 billion. The Company raised $3.4 billion at $17 per share, and is now trading well above the IPO price. While SNAP has...more