As legal and governance officers continue to field urgent questions over the fallout from the COVID-19 pandemic, we’ve added several more items to our memo summarizing our thinking on t...
On March 18, 2020, a unanimous Delaware Supreme Court held in Salzberg v. Sciabacucchi that provisions in a Delaware corporation’s certificate of incorporation requiring actions arising...
Now is the season when many public companies are planning for and getting ready to finalize, print and mail a proxy statement for the annual meeting. What if, unfortunately, a company nee...
Two recent Delaware decisions have made clear that courts will not give business judgment rule deference where boards of directors allegedly failed to implement or monitor oversight syste...
On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The SEC also vo...
At an open meeting yesterday, the Securities and Exchange Commission proposed substantial amendments to the shareholder proposal rules. One proposed change is a stricter, tiered approach ...
On October 16, 2019, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14K. SLB 14K outlines the analytical framework of the Division regarding Exchange Act Rule 14a...
On August 21, 2019, the SEC issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities (the “Guidance”) and an interpretation that proxy voting ad...
On Sept. 6, the U.S. Securities and Exchange Commission staff announced a significant change to its policy on issuing no-action letters to companies seeking to exclude a shareholder propo...
The SEC staff has changed its policy on issuing no-action letters to companies seeking to exclude a shareholder proposal from a proxy statement. The agency said it may sometimes respond o...
