Category: Corporate law

SEC proposes use of “universal proxy” in election contests and adopts changes to Rule 147 and Reg D (updated)

by Cydney Posner At an open meeting this morning, the SEC voted, by a vote of two to one, to propose amendments to the proxy rules that mandate the use of universal proxy cards in contested elections and relate to disclosure about voting options and voting standards in all director […]

New UK Prime Minister proposes “something radical.” Could it happen here?

by Cydney Posner She may be the new leader of the Conservative Party, but her party affiliation may not be entirely obvious from the speech delivered in July by UK Prime Minister Theresa May, launching her national campaign.  In her vision of creating “an economy that works for everyone,” May […]

The impact of Brexit

by Cydney Posner For those interested in the impact of Brexit — and who isn’t these days? — see this excellent post by Chris Finney of Cooley’s London office.  Also see this page on the Cooley website devoted to Cooley Alerts and posts on Brexit and its implications, including in areas such […]

Will the virtual-only shareholders’ annual meeting, once disparaged, be rejuvenated?

by Cydney Posner 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 of attendance in person. As a result, in many cases, meetings have evolved into […]

Director resignation policies under fire

by Cydney Posner The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer —  will be facing a shareholder proposal  (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and policies regarding majority voting. The “plurality plus” model requires directors to […]

Paper debunks seven board myths

by Cydney Posner In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure.  The authors contend that these seven myths “are not substantiated by empirical evidence.” 

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]