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Delaware Court Upholds Record Holder Requirement in Advance Notice Bylaw Provisions

USA - September 9 2019 On Aug. 14, 2019, the Delaware Court of Chancery ruled to uphold the strict application of Barnes & Noble Education Inc.’s (“BNED”) advance notice...

Adriana F. Schwartz, Evan Johnson, Brandon S. Gold.

SEC Approves Changes to Nasdaq Stockholder Approval Requirement for Discounted Private Offerings

USA - October 3 2018 On Sept. 26, 2018, the SEC approved a proposal previously filed in January by The Nasdaq Stock Market LLC to amend Nasdaq Listing Rule 5635(d), the...

Adriana F. Schwartz.

ISS and Glass Lewis 2018 Proxy Guidelines Continue to Expand Shareholder Influence

USA - December 6 2017 Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis recently published their proxy voting policy updates for 2018. ISS’s...

Brandon S. Gold.

Activism and Passivity: HSR Act and Section 13(d) Developments for Investors

USA - July 28 2016 On July 12, 2016, the U.S. Department of Justice (the "DOJ") announced that investment firm ValueAct had entered into a consent decree in which it...

Clara Zylberg, Adriana F. Schwartz, Beverly J. Ang, Michael E. Swartz, Peter Jonathan Halasz.

Activist Investing Update: DOJ’s HSR Action Against ValueAct Highlights Uncertainties Regarding the ‘Investment-Only’ Exemption

USA - May 20 2016 Last month, the U.S. Department of Justice (the "DOJ") filed a complaint in federal court against two ValueAct investment funds and their shared...

Brittany L. Lane, Beverly J. Ang, Michael E. Swartz, Peter Jonathan Halasz.