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Corporate Governance Shareholders

Cooley LLP

Glass Lewis Policy Benchmark Survey: The Primary Topics

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Recently, I blogged about how ISS is soliciting input on its annual policy benchmark survey. Glass Lewis has also released its annual policy benchmark survey, with responses due by September 15th....more

Cooley LLP

How Should You Handle ‘Sunny Day/Peace Time’ Shareholder Engagement?

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During the proxy season, everyone’s flat out soliciting votes, so investors are jammed up, and they’ll be available for engagement only if there’s something very specific to your annual meeting that’s important enough to them...more

KPMG Board Leadership Center (BLC)

KPMG Board Insights Podcast: Trends and takeaways from the 2025 proxy season -Transcript

In this recent podcast, Trends and takeaways from the 2025 proxy season, KPMG Board Leadership Center (BLC) Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese discuss shareholder proposal trends and...more

Goodwin

“Shareholder Rule” Snuffed Out: Practical Implications for UK Companies and Shareholders

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When a client seeks legal advice from a lawyer, the confidential communications between them, which are made for the sole or dominant purpose of seeking and receiving legal advice, are protected by legal professional...more

Herbert Smith Freehills Kramer

UK Public M&A Monthly Activity Update: July 2025

In July 2025, there were five Rule 2.7 announcements made across the UK public M&A market and three further possible offers announced....more

DLA Piper

Settlement Reached in Meta Investors Suit Over Privacy Violations: Key Takeaways

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Mark Zuckerberg and other current and former Meta Platforms, Inc. (Meta) executives have reached a settlement with a group of Meta shareholders. The parties reached this settlement at the beginning of the second day of an...more

Cooley LLP

California Supreme Court Saves Delaware Forum Selection Clauses in Corporate Certificates of Incorporation

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On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more

KPMG Board Leadership Center (BLC)

Trends and takeaways from the 2025 proxy season

Proxy voting trends and outcomes, shareholder engagement, activism, and lessons for boards. KPMG Board Leadership Center Senior Advisor Stephen Brown and Freshfields Partner Pamela Marcogliese share their takeaways for...more

WilmerHale

Delaware Forum Selection Clause Binds California Shareholders

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The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more

Schwabe, Williamson & Wyatt PC

Public Notice Issued on ANC Proxy Regulation Changes

On July 23, 2025, the Alaska Department of Commerce, Community, and Economic Development issued public notice of proposed changes to the Division of Banking & Securities’ (the “Division”) proxy regulations governing Alaska...more

McCarter & English, LLP

Recent Amendments to the General Corporation Law of the State of Delaware

On August 1, 2025, legislation went into effect amending the Delaware General Corporation Law (DGCL) of the state of Delaware as contained in Senate Bill No. 95. The following is a brief summary of some of the more...more

Thomas Fox - Compliance Evangelist

Daily Compliance News: August 5, 2025, The Staying Focused Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News....more

Herbert Smith Freehills Kramer

More From the Panel About On-market Purchases Above the Bid Price

The Takeovers Panel has declined to make a declaration of unacceptable circumstances in the recent New World Resources Limited 02 case, despite concerns about the bidder’s delay in disclosing on-market purchases of shares at...more

Akin Gump Strauss Hauer & Feld LLP

Judicial Committee of the Privy Council Declares the End of the ‘Shareholder Rule’ Regarding Privilege

In a landmark ruling handed down on 24 July 2025 (Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34), the Judicial Committee of the Privy...more

Dorsey & Whitney LLP

Minnesota to Permit Ratification and Validation of Defective Corporate Acts

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On April 30, 2025, Governor Tim Walz signed H.F. No. 747 into law. H.F. No. 747 amends several provisions of the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes)....more

Stark & Stark

Why Corporate Governance Matters: Protecting Your Business from Risk

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When you hear the term corporate governance, you might assume it’s something reserved for Fortune 500 companies or sprawling multinational corporations. After all, these entities have complex operations, thousands of...more

Paul Hastings LLP

Public Company Watch: Q2 2025

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This edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Mandelbaum Barrett PC

Delaware: A Corporate Favorite and Here’s Why

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Delaware’s Legal System: A Foundation Businesses Can Rely On - Delaware has earned a national—and international—reputation for its sophisticated and business-friendly corporate laws....more

Cooley LLP

How to Actually Implement a Crisis Containment Plan

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Personally, I’m sick of hearing about the Coldplay jumbotron scandal. But it does illustrate that it’s inevitable in a company’s life that there will be unexpected crises, and they are not fun if you’re someone who has to...more

Ropes & Gray LLP

Capital Markets & Governance Insights - July 2025

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In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing fourteen of...more

Nelson Mullins Riley & Scarborough LLP

DExodus: Andreesen Horowitz Announces It is Leaving Delaware, Recommends Others Also Consider Leaving

Our ongoing Corporate Governance Insight series about the DExodus (or DExit) (previous installments include an overview from our Corporate Governance Insight on March 20, 2025 and an update on June 11, 2025) now includes an...more

Cooley LLP

ISS’ Global Benchmark Survey: The Primary Questions

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Last week, ISS launched its latest annual ‘Global Benchmark Policy Survey’ – responses are due by August 22nd. Here are the primary questions (I didn’t include the multiple-choice answers)...more

Farrell Fritz, P.C.

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

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Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York.  It states that “an action may be brought in the right of a domestic or foreign corporation . . .  by a holder of shares or...more

Latham & Watkins LLP

Recent Developments for Directors July 2025

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The D&O insurance market has become more favorable for insureds, with many insurers competing for placements, allowing enterprising companies and their counsel to negotiate expanded coverage and policy enhancements....more

Fenwick & West LLP

Two Suits Challenge Application of New Texas Governance Laws

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Texas has enacted significant legislation in the past few months designed to attract more corporations to its state and challenge Delaware’s dominance as the preferred state for incorporation. We are now seeing the first...more

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