News & Analysis as of

Shareholders Notice Requirements

Seward & Kissel LLP

DOL Finalizes Amendments to the QPAM Exemption – All QPAMs Must Take Action

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On April 3, 2024, the U.S. Department of Labor (DOL) published significant modifications to Prohibited Transaction Class Exemption 84-14 (the QPAM Exemption). The amendment becomes effective on June 17, 2024; however, certain...more

Venable LLP

Court of Chancery Provides Further Guidance on Advance Notice Bylaw Amendments Amidst a Proxy Contest

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Hi In “a tale of wins and losses on both sides,” the Delaware Court of Chancery reiterated that advance notice bylaws adopted amid an approaching proxy contest are reviewed through the lens of enhanced judicial scrutiny to...more

Proskauer Rose LLP

The “Board Flip”: How Effective is the Pre-Petition Exercise of Proxy Rights in the Face of Bankruptcy?

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When debt restructuring discussions are at an impasse and the reservoir of goodwill between the parties has run dry, stakeholders face difficult choices. For a lender, one of the most powerful tools available is the exercise...more

BCLP

BEIS issues anticipated National Security & Investment Act market guidance notes

BCLP on

Following on from its first annual report on the National Security and Investment Act (“NSIA”) in June 2022 ), on 19 July 2022 the UK’s Department for Business, Energy & Industrial Strategy (“BEIS”) published its first set of...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

Winstead PC

Shareholder Agreements Are Very Powerful In Texas: Parties Should Carefully Review Those Agreements Before Obtaining Stock In A...

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The owners of a corporation may enter into shareholder agreements. In Richie, the Texas Supreme Court stated: “Shareholders of closely-held corporations may address and resolve such difficulties by entering into shareholder...more

Foley & Lardner LLP

Foley Regulatory Reminder: Electronic Delivery of Shareholder Reports under Rule 30e-3 of Investment Company Act

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Beginning January 1, 2021, registered management companies and certain registered unit investment trusts that have complied with the required transition period disclosures are now able to use electronic delivery to transmit...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Governor Issues Order Regarding Notice of Change to Virtual Stockholders’ Meeting for Public Companies Due to COVID-19

On April 6, 2020, the governor of Delaware, John Carney, issued an executive order addressing the notice requirement for public companies that switch their stockholders’ meetings from a physical location to a “virtual”...more

White & Case LLP

2019 Half-year in review: M&A legal and market developments

White & Case LLP on

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more

Miles & Stockbridge P.C.

2019 Legislative Update

During its 2019 session, the Maryland General Assembly (the “General Assembly”) passed two bills that amend the Maryland General Corporation Law (the “MGCL”). Both bills were proposed by the Business Law Section of the...more

Holland & Knight LLP

New Tenant Protection Law Affects Conversions of Rental Buildings in New York - Law Also Impacts Proprietary Leases, Subleases and...

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• New York's Housing Stability and Tenant Protection Act of 2019, which was enacted and became effective on June 14, 2019, will have a sizable impact on a landlord's ability to convert buildings to cooperatives and...more

Saul Ewing LLP

2019 Delaware General Corporate Law Amendments

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On June 19, 2019, Delaware Governor John Carney signed into law the 2019 amendments to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform...more

Jones Day

Mexican Decree Imposes New Equity Holder and Shareholder Registry Record Obligations

Jones Day on

The Mexican Federal Official Gazette, on June 14, 2018, published a decree amending some provisions of the Mexican General Law of Commercial Companies. This decree imposes new obligations on companies in Mexico with respect...more

Morgan Lewis

SEC Approves E-Delivery of Shareholder Reports, Requests Comments on Other Areas

Morgan Lewis on

The US Securities and Exchange Commission recently adopted Rule 30e-3 under the Investment Company Act of 1940, which will provide registered funds with a “notice and access” option for delivering shareholder reports....more

Snell & Wilmer

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Snell & Wilmer on

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Morris James LLP

Notice of Stockholder Meeting Required to Enforce Advance Notice Bylaws

Morris James LLP on

Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

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

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Reinforces Importance of Clear and Precise Bylaw Provisions and Specifically Drafted Notices of Annual...

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

Morris James LLP

Court Of Chancery Explains Notice Required For Moot Claims

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This decision explains what notice is required when a representative litigation is to be dismissed as moot and a fee paid to the plaintiff’s attorneys. Notice should be given to the class or the other stockholders in the way...more

Allen Matkins

Without An “Intelligible Principle” Can The SEC Adopt Political Spending Rules?

Allen Matkins on

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more

McDermott Will & Emery

German Federal Cartel Office Levies Administrative Fine Due to Incomplete Merger Notification

McDermott Will & Emery on

The German Federal Cartel Office (FCO) has imposed an administrative fine for the submission of incomplete information in a merger notification. The missing information concerned details about shareholdings essential for the...more

Allen Matkins

Senator Seeks 24-Hour Advance Notice Of Corporate Political Contributions/Assemblymember Asks For Constitutional Convention

Allen Matkins on

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations. See Battle Lines Being Drawn: Political Spending Disclosures. We are also seeing activity here in...more

Allen Matkins

A Corporate Governance Lesson From Pericles

Allen Matkins on

Before shareholders may take action at a meeting, a quorum must be established. See When The Best Offensive Strategy May Simply Be To Stay Home. The existence of a quorum does not guaranty that action has been validly taken...more

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