If you ask me to name the most common skirmishes over the adequacy of pleadings at the outset of business divorce litigation, at or near the top of the list are motions to dismiss a dissident owner’s direct claims that should...more
On November 17, 2021, the U.S. Securities Exchange Commission (the “Commission”) announced the adoption of new rules requiring the use of universal proxy cards in contested director elections. With the Commission calling it...more
On Wednesday, November 17, 2021, the SEC adopted final rules regarding the use of universal proxy cards and proposed amendments to its rules governing proxy voting advice. These rules put an unprecedented number of public...more
What You Need To Know: •The new rules require the use of universal proxy cards in all contested elections. •The new rules will take effect on September 1, 2022...more
Toby Rice Wins Control of EQT After Proxy Battle - "'Toby Rice has taken control of EQT Corp., nine months after launching a fast-moving campaign to replace the oil and gas company's leadership and less than two years...more
On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more
The SEC (by a 2-1 vote) has proposed amendments to the proxy rules that would mandate the use of a system of universal proxy cards in contested director elections. Universal proxy cards would include the names of both company...more
During its open meeting last week, the Securities and Exchange Commission (SEC) voted to propose amendments to the federal proxy rules to require the use of universal proxy cards for all annual or special meetings with...more
As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more
On October 26, 2016, the Securities and Exchange Commission (SEC) released proposed rules that would require the use of “universal” proxies in connection with contested elections of directors. If adopted, these rules would...more
On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House...more
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more
I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
“Short slate” proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular...more