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Shareholders Nominations

Morgan Lewis

Plaintiffs’ Firms Are Once Again Targeting Advance Notice Bylaws

Morgan Lewis on

Stockholder plaintiffs’ law firms have recently filed several virtually identical complaints in the Delaware Court of Chancery challenging often used public company advance notice bylaws as facially invalid. Against this...more

Morrison & Foerster LLP

U.S. SEC Adopts Universal Proxy Card Rules

Morrison & Foerster LLP on

On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more

Morrison & Foerster LLP

Special Compensation Arrangements with Dissident Director Nominees

Certain activist shareholders involved in proxy contests have offered special compensation (e.g., a fee for agreeing to be nominated on the activist’s slate or performance-related bonuses after election) to their director...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Rethinking Director Nomination Requirements and Conduct in an Era of Shareholder Activism"

This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more

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