Practice Area Blogs & Digests

The heat is rising in a battle that pits small popcorn manufacturer Candyland, Inc. against industry giants Cornfields and Snyder’s-Lance. 

A shareholder proposal sponsored by activist John Chevedden aimed at limiting long-tenured directors at Costco failed by a substantial margin at Costco’s annual meeting this year.

General Electric announced that it amended its bylaws to allow a shareholder or a group of up to 20 shareholders that has owned three percent or more of the company’s stock for at least three years to nominate and include in the company’s proxy materials directors constituting up to 20 percent of the board. 

Last week, the SEC proposed rules to enhance corporate disclosure of company policies for hedging transactions engaged in by directors, officers and other employees.

Glass Lewis, a prominent proxy advisory firm, has now added its views to the proxy access battlefront.

In the wake of headline-making cyber breaches and class action lawsuits for data losses, companies face growing scrutiny and evolving legal and regulatory standards.

A recent Seventh Circuit decision suggests public companies should take care when disclosing employment-related litigation.

Typically, a public offer to purchase a substantial amount of a company’s debt or equity securities must remain open for 20 business days, in order to allow holders sufficient time to make an informed decision to participate.

In Stratte-McClure v. Morgan Stanley, the Second Circuit held that the MD&A disclosure rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim.

The NYSE has proposed amending its listing standards to exempt early stage companies from the requirement to obtain shareholder approval before issuing shares to related parties and affiliates.