Subscribe

RSSAdd blog to your RSS reader

All Topics

Contact Us

(212) 451-2300
www.olshanlaw.com

Securities Law Blog

The Securities Law Blog provides commentary and news on the latest securities law developments impacting established and emerging growth publicly-traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities. Our blog closely follows SEC rulemaking in several key areas including public and private securities offerings, shareholder activism and equity investment, and mergers & acquisitions.

The authors of this blog are members of the Corporate/Securities practice of Olshan Frome Wolosky LLP.  Since our founding, this firm has been distinguished by responsive, independent and client-focused legal services provided by lawyers with a profound commitment to the companies they serve. This blog is an outgrowth of this representation of our clients in a wide range of capital market transactions.

Showing 4 posts in Shareholder Activism.

Bring Business to Texas and Fairness in Disclosure Act

Texas’ proposed “Bring Business to Texas and Fairness in Disclosure Act” would require certain investors and proxy advisory firms to comply with new disclosure requirements when dealing with publicly traded Texas-based companies. Read More ›

SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections

On October 26, 2016, the Commissioners of the Securities and Exchange Commission voted 2-1 to propose to require universal proxy ballots in contested elections. Proponents of universal proxies believe that the current federal proxy regime makes it too difficult for shareholders to mix and match their votes among all candidates, thereby disenfranchising shareholders and undermining corporate governance in the United States.  Universal proxies would include all management and dissident nominees on one proxy card from which shareholders would vote.  Under the current rules and proxy voting mechanics, a shareholder who desires to split votes generally must attend the shareholders meeting and vote by ballot.  Read More ›

Delaware Chancery Court Confirms Right of Stockholders to Remove Directors Without Cause in the Recent In re Vaalco Ruling

This blog post discusses the recent In re Vaalco case where the Delaware Chancery Court confirmed that, subject to certain enumerated exceptions, Section 141(k) of the Delaware General Corporation Law provides stockholders with the right to remove directors with or without cause despite contradictory language in a corporation's charter. The ruling may directly impact several companies with similar language in their governing documents and provides further clarity on this important issue for stockholders who may wish to effect change between annual meetings. Read More ›

SEC Issues Guidance Limiting Exclusion of Shareholder Proposals

This blog post discusses recent SEC guidance that will adversely impact the ability of reporting companies to exclude shareholder proposals from their proxy materials. The bulletin issued by the SEC significantly narrows the "conflicting proposals" exclusion under
Rule 14a-8(i)(9) and confirms the SEC's historical interpretation of the "ordinary business" exclusion under Rule 14a-8(i)(7). Read More ›