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Voting Requirements Corporate Governance

BCLP

UK Corporate Briefing - March 2024

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

Venable LLP

Protecting Closed-End Investment Companies under Maryland Law

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Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more

Ward and Smith, P.A.

One of These Things Is Not Like the Other: Proxies, Written Ballots, and Electronic Voting

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All community associations, at least annually, are faced with action items requiring a vote of their membership.  For example, community association membership participation is necessary on an annual basis to elect the...more

Allen Matkins

Don't Go Out On A Limb And Seek Enforcement Of These Voting Agreements

Allen Matkins on

California has multiple types of nonprofit corporations.  The "Big Three" are the public benefit corporation, mutual benefit corporation and religious corporation.  The statutes applicable to these three entities are similar...more

Ward and Smith, P.A.

To Meet (In Person) or Not To Meet (In Person)…That is the Question: North Carolina Makes Permanent the Ability for Community...

Ward and Smith, P.A. on

The past 19 months have been a challenging time. As a result of the Coronavirus pandemic, many precautions and restrictions were put in place to prevent the transmission and spread of COVID-19, including executive orders...more

Woods Rogers

2021 Legislative Changes Impacting Virginia Community Associations (Update)

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July 1 means new laws become effective in Virginia.  The 2021 legislative session and special sessions were busy and resulted in sweeping changes—many of which impact Virginia community associations.  Of significance to...more

McAfee & Taft

Flexibility for Oklahoma nonprofit corporations

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In 2019 the Oklahoma Legislature passed, and the Governor signed into law on April 16, Senate Bill 642, which made numerous and substantial changes to the Oklahoma General Corporation Act (the “Act”) primarily relating to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporate Law Amendments Address Emergency Powers, Public Benefit Corporations and Other Matters

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of...more

Eversheds Sutherland (US) LLP

And now for some good news - SEC no-action position provides limited relief for fund in-person voting requirements

On February 28, 2019, the Chief Counsel’s Office of the Securities and Exchange Commission’s Division of Investment Management issued a letter stating its no-action position regarding certain in-person voting requirements...more

Mayer Brown Free Writings + Perspectives

SEC Loosens In-Person Voting Requirement for BDC Boards

On February 28, 2019, the staff of the Securities and Exchange Commission’s Division of Investment Management issued a no-action letter to the Independent Directors Council permitting board members of a business development...more

Allen Matkins

What, If Anything, Is The Matter With This Statement?

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I came across a recent preliminary proxy filing that described the vote required for approval of a new equity compensation plan as "the affirmative vote of a majority of the shares of common stock present and voting on the...more

Shumaker, Loop & Kendrick, LLP

Voting by E-mail and Written Consent

Recent amendments to section 720.303, Florida Statues, which take effect July 1, 2018, provide that members of the board of directors for a homeowners’ association are allowed to use e-mail as a means of communication;...more

Stinson - Corporate & Securities Law Blog

ISS Announces Results of 2018 Benchmark Voting Policy Survey

ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more

Orrick, Herrington & Sutcliffe LLP

Corporate Governance Features: for Silicon Valley and San Francisco Bay Area Public Companies

Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more

Cole Schotz

Delaware Court of Chancery Rules on Unambiguous Director Removal Voting Requirements

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In a recent decision of the Delaware Court of Chancery, the Court struck down a corporate bylaw provision of NutriSystem, Inc., a Delaware corporation (the “Company”), ruling the provision to be inconsistent with the Delaware...more

Goodwin

ISS Corporate Governance and Compensation Voting Policies for 2017

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ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

Orrick, Herrington & Sutcliffe LLP

A Baker's Dozen of Blue Chip CEO's and Leading Investors Speak Out on Corporate Governance: What Else Can be Offered to the...

A most curious press release sprouted up amidst summer's hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. (See...more

Latham & Watkins LLP

Recommended Proxy Disclosure for Director Elections and Other Proposals

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Tips and forms you can use for drafting your proxy statement to increase clarity and avoid pitfalls. In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes...more

Goodwin

SEC Issues New Guidance on Voting with Regard to Merger and Acquisition Transactions

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On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more

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