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Public Company Update: D.C. District Court Rules Proxy Voting Advice Beyond The Scope Of Federal Proxy Rules

On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. on the party’s motions for summary judgment, ending a years long dispute over whether proxy...more

Delaware Chancery Upholds Rejection of Advance Notice; Strikes Down Certain Bylaw Amendments

In Kellner v. AIM Immunotech Inc., et al., Vice Chancellor Will of the Delaware Court of Chancery upheld the company’s rejection of an advance notice of nomination finding that the Board acted reasonably and equitably in...more

Recent Court Rulings Shape Strategies for Closed-End Funds in Shareholder Activism Context

Recent decisions from the U.S. Court of Appeals for the Second Circuit and the U.S. District Court for the Southern District of New York have brought attention to anti-takeover strategies employed by registered closed-end...more

Recent Rulings from Delaware Chancery Favorable to Companies in Shareholder Activism Context

Two recent rulings from the Delaware Court of Chancery relating to matters that arose in shareholder activism campaigns were favorable to companies. In Paragon Technologies, Inc. v. Terence J. Cryan, et al. (November 30,...more

Public Company Update: Corporate America Beware: Labor Unions, Social Activists, and Universal Proxy Cards

On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the...more

SEC Adopts Rules Enhancing Short Sale Disclosures

On October 13, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules requiring the reporting and disclosure of short sale trade data information. New Rule 13f-2 implements new obligations on...more

Public Company Update: 2023 DGCL Amendments Now Effective

On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more

SEC Adopts Amendments to Share Repurchase Disclosure Requirements

On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted new enhanced disclosure requirements for issuers’ repurchases of equity securities. The amendments require issuers to provide the following...more

Revisiting Corporate Bylaws for the Universal Proxy Era

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a...more

Case Study: Aerojet Rocketdyne Successful Takeover Defense

Background- Aerojet Rocketdyne (AJRD) develops and manufactures advanced propulsion and energetics systems, including Javelin and Stinger missile engines, NASA vehicle propulsion and power systems, and other systems for...more

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