Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to...more
The Securities and Exchange Commission on September 23, 2020, adopted final amendments to Rule 14a-8, which governs the process for shareholder proposals submitted for inclusion in a company’s proxy statement. The amendments...more
The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more
11/8/2019
/ Corporate Counsel ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more
When a controlling stockholder’s buyout of a company has been challenged by minority stockholders, Delaware courts have generally subjected the transaction to entire fairness review, the most rigorous standard of review in...more