Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more
Please join Williams Mullen partners Larry Parker and Will Halliday as they discuss the proxy solicitation process in public company M&A. Companies with a class of securities registered under the Securities Exchange Act of...more
On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated...more
The purpose of this document is to provide an overview of the key developments around reforming the UK capital markets regime following Lord Hill’s UK Listings Review, launched on 19 November 2020 as part of the UK...more
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
In Canada it’s considered no big deal to ask shareholders to approve a continuance or redomicile of a company from one province to another, or between Canadian provincial and federal jurisdictions. That’s also largely...more
In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more
Seeking shareholder approval of an equity compensation plan has become a multi-step, often complex process. Gone are the days when management simply would discuss a share increase with the board of directors, and the company...more
Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website. Paragraph 2 of the form states...more
On January 14, 2022, the annual NYSE Guidance Memo and NYSE American Guidance Memo (both, the “Guidance Memos”) were released. The Guidance Memos outlined important rules and policies applicable to all the companies listed in...more
The Situation: The Australian Securities and Investments Commission ("ASIC") recently released its quarterly Corporate Finance Update. Hot topics include Special Purpose Acquisition Companies ("SPACs"), electronic delivery of...more
In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange’s shareholder approval rules for related party issuances and the issuance of 20% or more of a company’s stock. The...more
On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more
On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules....more
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or...more
On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more
Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more
On October 6, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth in Section 312 of the NYSE Listed Company...more
The SEC has approved an extension of the waiver of certain shareholder approval requirements for the issuance of equity securities by NYSE-listed companies under Section 312.03 of the NYSE Listed Company Manual. The original...more
As discussed in our earlier Viewpoints advisories, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of...more