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Corporate Governance Corporations Code Proxy Statements

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2023

Venable LLP on

As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

Wilson Sonsini Goodrich & Rosati

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

Bass, Berry & Sims PLC

SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8

Bass, Berry & Sims PLC on

On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments – which seek to...more

Allen Matkins

State Law And Shareholder Representatives

Allen Matkins on

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to...more

Allen Matkins

Did The SEC Misstate State Law In Proposing Changes To Shareholder Proposal Rule?

Allen Matkins on

Yesterday, the Securities and Exchange Commission proposed amendments to Rule 14a-8, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain...more

Allen Matkins

California And The “Entitled To Vote” Standard

Allen Matkins on

Recently, I came across a proxy statement for a California corporation that stated the vote required for shareholder action on several proposals was “the affirmative vote of the majority of the shares represented at the...more

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