Two recent decisions of the Delaware Court of Chancery offer increased flexibility for Delaware corporations to adopt differential voting by stockholders. Differential voting has typically been used to give key stockholders...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s proposed rule regarding diversity of boards of directors. The approved rule requires that most companies listed on Nasdaq (i) “[p]ublicly...more
ISS and Glass Lewis have issued guidance on their corporate governance voting policies that adds flexibility to reflect the realities of the impact of the COVID-19 crisis and the challenges in responding to it. Public...more
On November 5, 2019, the Securities and Exchange Commission in a 3-2 vote proposed new rules on two high profile topics: proxy advisory firms and shareholder proposals. New rules on these topics have been anticipated since...more
On February 6, 2019, the SEC staff issued two new identical C&DIs that apply to Item 401 of Regulation S-K, Question 116.11, and Item 407 of Regulation S-K, Question 133.13. The new interpretation provides guidance on...more
On January 29, 2019, the SEC announced settled enforcement actions against four companies for failures to maintain internal control over financial reporting (“ICFR”) as required by Section 13(b)(2)(B) of the Securities...more
On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more