Category: Corporate Governance
Third Circuit hears oral argument in Trinity Wall Street v. Wal-Mart Stores
by Cydney Posner Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary business operations” exclusion, Rule 14a-8(i)(7), to exclude Trinity’s shareholder proposal from […]
Corporation Section of Delaware bar approves amendments re fee shifting and forum selection, substantially as proposed, and some other stuff
by Cydney Posner The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post.) Accordingly, it is anticipated that […]
Is there a gaping hole in the proposed Delaware legislation on fee-shifting bylaws?
by Cydney Posner Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware legislation on fee-shifting bylaws and finds it wanting.
Activists seek to exclude abstentions from the voting standard for shareholder proposals
by Cydney Posner The WSJ is reporting on a move by some shareholder activists to change the way votes are counted. One shareholder activist group has studied the voting results for shareholder proposals over the period from 2004 to 2014, identifying 63 cases in which the “yes” votes outnumbered […]
CFSI posts “Five Practical Steps to Support SEC Conflict Minerals Disclosure”
by Cydney Posner The Conflict-Free Sourcing Initiative has posted an updated 2015 version of its practical guidance white paper on conflict minerals specifically for downstream companies, called “Five Practical Steps to Support SEC Conflict Minerals Disclosure.” CFSI’s Practical Steps is designed to provide more flexible guidance to downstream companies in satisfying […]
Certified B Corporation files for IPO
by Cydney Posner Recently, the online crafts marketplace, Etsy, filed an S-1 for a $100 million IPO led by first tier underwriters. As reported in CFO.com, the company values itself at about $1.7 billion. What’s different about this IPO — aside from being about as far from the typical high-tech […]
White shares observations on shareholder activism, the shareholder proposal process and fee-shifting bylaws
by Cydney Posner Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. The common theme: her aversion to gamesmanship and close-minded, reflexive behavior on all sides, which, she believes, can […]
Is “tenure voting” a possible cure for “raging corporate activism”?
by Cydney Posner In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980s that some believe could, on reexamination, be “a bulwark against short-termers who roam the markets, looking to force buybacks or an untimely […]
Delaware Chancery Court addresses application of fee-shifting bylaw to former stockholder
by Cydney Posner In a case just decided, Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), the Delaware Chancery Court addressed the issue of whether the timing of adoption affects the enforceability of a unilaterally adopted fee-shifting bylaw against former stockholders. While it appears that, in light […]
Proxy Access: not a question of “if,” but “when”?
by Cydney Posner This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder votes this proxy season. The article quotes NYC […]
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