The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations.
The Issue: The SEC's previously...more
The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties....more
11/8/2019
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CD&A ,
Controlling Stockholders ,
Entire Fairness Standard ,
Executive Compensation ,
Judicial Review ,
Motion to Dismiss ,
Popular ,
Publicly-Traded Companies ,
Shareholder Litigation ,
Standard of Review ,
Tesla
The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process...more
9/18/2019
/ Conflicts of Interest ,
Disclosure Requirements ,
Fiduciary Duty ,
Investment Adviser ,
Investment Management ,
Investors ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement
The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card."
The Issue: While the merits of universal ballots remain subject to debate,...more
The Background: Corporate share buybacks skyrocketed in today's low interest rate environment and the trend is likely to continue.
The Issue: Although stock buybacks are an efficient method to return cash to shareholders,...more
The Delaware Supreme Court upholds a lower court's decision to allow Fresenius to sever its merger agreement with Akorn.
On December 7, 2018, the Delaware Supreme Court unanimously affirmed Vice Chancellor Travis Laster's...more
The Background: The spotlight on board diversity—particularly gender diversity—will continue to be a central theme in the 2019 proxy season.
The Issue: Public company directors should anticipate that their board's...more
The Situation: In a significant decision, a Delaware court found that a target company has suffered a material adverse effect ("MAE"), allowing a would-be buyer to abandon an announced merger.
The Case: In Akorn, Inc. v....more
The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public.
The...more