David Berger

Wilson Sonsini Goodrich & Rosati

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SEC Requires Use of Universal Proxy Cards in Proxy Contests

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more

11/23/2021 / Board of Directors , Corporate Counsel , Investors , Proxy Voting , Proxy Voting Guidelines , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

California-Headquartered Public Companies Must Now Have a Female Director Under California Law

As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more

1/14/2020 / Board of Directors , Corporate Governance , Corporations Code , Diversity , Form 10-K , Governor Brown , New Legislation , Proxy Statements , Publicly-Traded Companies , Woman Board Members

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

1/8/2018 / Acquisitions , Corwin Doctrine , Dismissals , Fairness Standard , Post-Closing Rights , Publicly-Traded Companies , Revlon Standard , Venture Capital

Tenure Voting and the U.S. Public Company

In today’s capital markets, the principle of “one share, one vote” is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering...more

3/3/2016 / Capital Markets , Corporate Governance , Publicly-Traded Companies , Stock Prices , Voting Rights

The Next Wave of Proxy Access Proposals: What Issuers Should Know and How They Can Prepare

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more

11/17/2014 / Board of Directors , Climate Change , Corporate Issuers , Diversity , Executive Compensation , Institutional Shareholder Services (ISS) , Proxy Access Rule , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholders

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