The 2013 Amendments to the Delaware General Corporation Law
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
On November 17, 2023, the Division of Corporation Finance of the Securities and Exchange Commission ("SEC") issued new and revised proxy-related compliance and disclosure interpretations ("CDIs") that provide guidance on the...more
On March 22, 2023, the US Securities and Exchange Commission (SEC) filed a complaint in US District Court for the Southern District of New York against Justin Sun, the owner of BitTorrent, Inc., a file-sharing platform; three...more
Shareholder voting is viewed as fundamental to keeping boards and managements accountable, and, every year, billions of shares are voted at thousands of shareholder meetings of public companies. However, it is widely...more
Yesterday the SEC approved new proxy rules requiring the use of universal proxy cards by management and shareholders soliciting proxy votes for their candidates in non-exempt director election contests, as well as mandating...more
As expected, the SEC has adopted final rules requiring the use of universal proxy cards in shareholder meetings involving non-exempt contested director elections held after August 31, 2022. In addition, certain amendments...more
Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - At an open meeting last week, the SEC voted (once again, three to two) to adopt highly controversial amendments...more
On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more
On April 2, 2020, the proxy advisory firm Glass Lewis announced that unedited company feedback may now be included with its proxy research reports and provided “directly to the voting decision makers at every investor...more
Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). ...more
In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more