As scrutiny of public companies continues to increase, it is important for directors and officers to understand the full range of protections from personal liability available to them and for a company to be cognizant of its...more
We often assist clients with preparation for annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement disclosures and board approvals,...more
Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more
1/5/2024
/ Board of Directors ,
Breach of Duty ,
Bylaws ,
Corporate Governance ,
Delaware General Corporation Law ,
Director Nominations ,
Fiduciary Duty ,
Guidance Update ,
Notice Requirements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Universal Proxy
As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more