We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.

Search results

Order by: most recent most popular relevance



Results: 11-20 of 72

Delaware Court of Chancery applies entire fairness standard to majority stockholder's debt conversion
  • Holland & Knight LLP
  • USA
  • August 9 2010

On May 28, 2010, the Delaware Court of Chancery held that the former controlling stockholder of a company had not established the entire fairness of a debt conversion transaction entered into between the company and the controlling stockholder


SEC approves rule change on broker nonvotes and executive pay
  • Holland & Knight LLP
  • USA
  • October 11 2010

On September 24, 2010, the SEC approved a NASDAQ rule change on an accelerated basis that amends its proxy voting rule


Say on pay: companies failing to garner majority support
  • Holland & Knight LLP
  • USA
  • March 28 2011

According to ISS Voting Analytics data as of March 22, 2011, over 90 of companies have garnered majority support in their say on pay votes; however, four companies have failed to receive majority support in their say on pay votes during the 2011 proxy season


Public Company Accounting Oversight Board issues concept release regarding audited financial statements
  • Holland & Knight LLP
  • USA
  • July 11 2011

On June 21, 2011, the Public Company Accounting Oversight Board (PCAOB) issued a concept release relating to possible revisions to the PCAOB’s standards relating to reports on audited financial statements


SEC proposes listing standards for compensation committees
  • Holland & Knight LLP
  • USA
  • April 11 2011

On March 30, 2011, the SEC proposed rules to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"


SEC Commissioner Aguilar gives speech on board diversity
  • Holland & Knight LLP
  • USA
  • April 11 2011

In his speech titled "Board Diversity: Why It Matters and How to Improve It," SEC Commissioner Luis A. Aguilar indicated there could be improvement in the disclosure provided by companies regarding board diversity, as newly required under the changes to Item 407 of Regulation S-K in late 2009


Court rejects shareholder proposal due to insufficient proof of ownership
  • Holland & Knight LLP
  • USA
  • April 11 2011

Rather than attempt to exclude a shareholder proposal through the normal SEC channels, a company filed a lawsuit in the Federal District Court for the Southern District of Texas seeking a declaratory judgment that would allow the company to exclude the shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility


Negative "say-on-pay" advisory votes continue; derivative suits filed for other companies that received "negative" votes
  • Holland & Knight LLP
  • USA
  • May 2 2011

Three additional companies have failed to obtain majority support in their say-on-pay votes: Umpqua Holdings Corporation, Stanley Black & Decker, Inc. and Navigant Consulting


Delaware court refuses to enjoin merger despite lack of typical fiduciary safeguards due to board's expertise in corporation's business
  • Holland & Knight LLP
  • USA
  • November 7 2011

Under Delaware law, a board of directors entering into a change of control transaction involving the sale of a company must secure the best value reasonably attainable for the company's stockholders


ISS publishes draft proxy voting guidelines
  • Holland & Knight LLP
  • USA
  • November 7 2011

On October 18, 2011, Institutional Shareholder Services, Inc. (ISS) published for comment its proposed 2012 updates to its proxy voting guidelines