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As we reported in our June 22, 2009 Alert, the U.S. Securities and Exchange Commission (the "SEC") on June 10, 2009, issued Release No. 33-9046 (the "Release") proposing significant changes to its proxy rules that would grant certain shareholders the ability to have their own director nominees included in a company's proxy materials.

On 25 August 2016 the SEC issued a request for public input regarding the modernisation and simplification of Items 401 through 407 of Regulation S-K...

In seeking dismissal of a federal court challenge to California's director quota mandates, the California Secretary of State argues "SB 826 and AB 979 guarantees that a corporation can...

A Delaware corporation may impose additional restrictions or conditions upon permissive advancement rights.

The Boston Globe reported yesterday that the Massachusetts Pension Reserves Investment Management Board approved investment guidelines that would have the Board vote against directors of companies...

On June 7, 2013, a pension fund filed a shareholders' derivative lawsuit against 18 directors and officers of News Corp., including its Board Chairman and CEO Rupert Murdoch, alleging that monopolistic practices caused or allowed by the officers and directors have damaged the corporation and the value of its stock.

One of the most important roles of cooperative/condominium boards is to carefully review proposed apartment alterations.

In this episode on Energy, Industry and M&A, our host Geoff Angulo is joined by Managing Directors Mark Clevenger and Jay Campbell, and Senior Director Andrew Burns.

Both state and federal courts have adopted the "internal affairs doctrine" for disputes among or between a corporation and its directors, officers, and shareholders.

So much is made of the board's obligation to preserve the reputation of the corporation.

"Increased regulation," including aggressive antitrust enforcement, was cited by nearly 70 percent of Fortune 500 CEOs as the most frequent concern among their "top three or four challenges."

In many closely held corporations, the directors may work side by side nearly every day. If they all meet and discuss some action, does that count as a meeting of the board of directors?

On February 27, 2025, Senator Bryan Hughes (R-Tyler) filed Senate Bill 29 (S.B. 29), proposing several corporate reforms designed to cement Texas as the premier business-friendly jurisdiction...

In a recent article, the Wall Street Journal highlighted a change in the standard that ISS will use to gauge the responsiveness of boards of directors to majority-supported shareholders starting in 2014.

Have you heard of the "fake president" fraud? Despite the name, it has nothing to do with politics; it is a worldwide financial scam that has affected hundreds of multinational companies ...

On May 13, 2022, a law requiring publicly held corporations headquartered in California to have women on the board of directors was enjoined from being enforced and declared unconstitutional...

Suz Mac Cormac spoke to Agenda about the approach boards should take when assessing climate risk and strategy.