News & Analysis as of

Shareholder Votes Proxy Contests Board of Directors

Skadden, Arps, Slate, Meagher & Flom LLP

Activists Say ‘Yes’ to ‘Vote No’ Campaigns in 2025

Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more

Morris James LLP

Application of a Voting Limitation in the Company’s Charter to Invalidate Stockholder Votes in a Proxy Contest Was Improper

Morris James LLP on

Under Delaware law, director actions are twice-tested: first for legal authorization under a company’s organizational documents or positive law, and second under equitable fiduciary principles. A company’s organizational...more

Goodwin

Agencies Approve Final Rule: Computer-Security Incident Notification

Goodwin on

In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more

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