From Distance Meetings to Diversity Reports: 2020 Updates for NY State Businesses
For those planning for a virtual-only annual shareholders meeting, here are a non-exhaustive list of issues to consider (these also apply to hybrid meetings, which also have other issues to ponder given the in-person...more
We are often asked by clients to assist them in preparing for and holding their annual meetings of stockholders. A variety of materials provide guidance on the major components of an annual meeting, such as proxy statement...more
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more
Em continuidade ao Alerta divulgado em 5 de junho de 2024, lembramos que as novas regras de participação e votação a distância em assembleias de acionistas, introduzidas pela Resolução CVM 204, que altera a Resolução CVM 81,...more
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
Every year, Mintz provides analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange Commission and their annual shareholder...more
Types of business entities - The most common types of legal entities adopted in Argentina are the limited liability company (“Sociedad de Responsabilidad Limitada” or “SRL”), the corporation (“Sociedad Anónima” or “SA”)...more
On December 4, 2024, the Canadian Securities Administrators (“CSA”) published a temporary exemption from the requirements to deliver proxy-related materials for annual shareholder meetings (“AGMs”) as a result of the ongoing...more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
Advanced planning for an early stage equity financing can significantly smooth the path for startups, helping to identify opportunities and avoid setbacks. A critical part of the process is the investor’s legal due diligence....more
In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more
Who makes the voting decision at a particular investor can vary. For the larger investors, they tend to have stewardship teams who vote and handle engagements – and that is straightforward. Sometimes stewardship teams are...more
Last week, Cooley’s Reid Hooper attended the annual meeting of shareholder proposal stakeholders that Corp Fin hosts. Here are a few facts to help you glean some information about these meetings from Reid, who has been an...more
In diesem Beitrag widmen wir uns fünf zentralen Streitpunkten, die in Joint Ventures immer wieder zu beobachten sind. Dies umfasst die Entfernung eines unliebsamen Partners, die Übernahme der Kontrolle innerhalb des Joint...more
Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more
Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: The New York Stock Exchange LLC (“NYSE”) filed an application with the SEC proposing amendments to Section 302.00 of its Listed Company Manual...more
At a Glance - This guide outlines some of the basics about preparing for and conducting an annual stockholder meeting of a Delaware corporation....more
On June 6, 2024, the New York Stock Exchange (NYSE) filed an application with the SEC pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, proposing a rule change that, if approved by...more
MSHA announced it will hold a series of stakeholder meetings across the country to share information about the final silica rule issued on April 18, 2024. The first two meetings are scheduled for Arlington, VA on July 10,...more
Essa semana (04/06/2024), a Comissão de Valores Mobiliários (CVM) divulgou a Resolução CVM nº 204, que promove alterações na Resolução CVM nº 81/22 e traz inovações nas regras de participação e votação a distância em...more
On April 23, the 113th Tennessee General Assembly passed HB2269/SB2009, Public Chapter No. 985 (New CON Law), which significantly overhauls Tennessee’s certificate of need (CON) program for a second time less than three years...more