From Distance Meetings to Diversity Reports: 2020 Updates for NY State Businesses
As we enter the 2024 proxy season, we are providing 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
Historically, a meeting necessarily meant a physical encounter. Indeed, the word "meet" can be traced to the Anglo Saxon word metan which means to encounter or meet. So it was that shareholder meetings involved the presence...more
Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication,...more
Last year, the California legislature enacted AB 663 (Chen) in order to provide California corporations with greater flexibility to hold virtual-only meetings of shareholders. Among other things, AB 663 amended Corporations...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more
In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors? ...more
State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not...more
Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member...more
As the season for shareholders' annual general meetings is fast approaching, we are sharing suggestions that we believe provide strategic flexibility and reflect best practices in corporate governance. ...more
Le novità da considerare per l’imminente stagione assembleare e per aggiornare la corporate governance anche alla luce delle disposizioni introdotte per l’emergenza COVID-19. Le nuove modalità per l’assemblea dei soci tra...more
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
As the COVID-19 pandemic disrupts life across the United States with lockdowns and stay-at-home orders in many states and cities, directors and officers wrestle with alternatives for holding annual stockholder meetings in a...more
The protective measures to prevent the spread of COVID-19, in particular the restrictions of the individuals’ right to convene, limit the ability to act for companies of different legal forms under German law...more
Companies May Extend Disclosure Deadlines and Implement Changes to Annual Meetings; SEC Reminds Companies of Disclosure Obligations - The Securities and Exchange Commission recently announced that it is providing...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
Travel restrictions, quarantines, office closures and social distancing associated with the novel coronavirus (COVID-19) are rapidly disrupting normal business operations throughout the United States, and these disruptions...more
As a result of measures designed to limit the spread of COVID-19, Canadian public companies are reconsidering typical approaches to annual meetings of shareholders. Many public companies are deciding to hold virtual or hybrid...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
Le società quotate italiane possono approfittare dell’imminente stagione assembleare per attrarre investitori italiani e stranieri attraverso l'adozione delle migliori practice di corporate governance. Introduzione - A...more
The upcoming annual general meetings season provides companies the opportunity to attract Italian and foreign investors by adopting best-in-class corporate governance rules. Overview - Following the entry into force of...more
The season for shareholders' annual general meetings is fast approaching, and we would like to take this opportunity to provide our clients and friends with some suggestions that we believe provide strategic flexibility and...more
The upcoming annual general meeting season provides companies the opportunity to attract Italian and foreign investors by demonstrating improved corporate governance. Overview - Italian-listed companies are...more
For most companies, annual shareholder meetings are non-events, with little to no shareholder attendance. That’s why the concept of virtual annual meetings—which allow shareholders to overcome the logistical and financial...more
For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens...more
In Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, 2015 WL 4035069 (Del. July 2, 2015), the Delaware Supreme Court affirmed the Court of Chancery’s grant of injunctive relief as it recognized the...more