Benzinga

JUNE 27, 2022

Editor's Note: Starting next month, we will be rolling the Merger Arbitrage Mondays series into our paid subscription services, Inside Arbitrage Plus and Inside Arbitrage Premium. The more affordable Plus service focuses on content including a monthly special situations newsletter, a model portfolio and mid-month updates.

Start-ups 52

Start-ups Private Equity Firm Equity Marketability 52

Reynolds Holding

MARCH 19, 2023

In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) [1] are being sued in their personal capacity over the company’s energy transition strategy. The claim alleges breaches of the directors’ duties under the U.K. As such, we expect it will be closely watched.

45

45

Reynolds Holding

MAY 9, 2023

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. As a result, the rules fail to elicit material information necessary for voting stockholders to make an informed decision on the election of stockholder nominees.

Dividends 45

Dividends Finance Equity Marketability 45

Reynolds Holding

JANUARY 8, 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for elections held by registered investment companies and business development companies. Proxy mechanics.

Compliance 45

Compliance 45

Reynolds Holding

MAY 14, 2023

(n/k/a Edgio, Inc.) (“ Limelight ” or the “ Company ”) and its 35% stockholder were defensive measures that, at least for purposes of ruling on a motion to dismiss, it was reasonable to infer were implemented in order entrench Limelight’s directors against a perceived threat of shareholder activism.

Marketability 45

Marketability Equity 45

Harvard Corporate Governance

DECEMBER 7, 2022

In our most recent meetings, we are hearing that the intersection of the universal proxy, [1] an active environment for traditional shareholder activism, and more assertive institutional investors will bring significant pressure on boards and directors concerning board composition and potential director vulnerabilities.

247

247

Musings on Markets

DECEMBER 10, 2021

In converting an idea to a product or service, history suggests that pragmatism wins out over purity of vision, as compromises have to be made on design, production and marketing to convert an idea company into a business. That perspective also gets fed by books and movies about successful CEOs, real or imagined. I valued Paytm at about ?

Start-ups 83

Start-ups Marketability Technology Market Capitalization 83

Reynolds Holding

MARCH 29, 2022

This may be how the debate plays out — much like the Senate Judiciary Committee grilling a Supreme Court nominee with conspiracy theories and preferring hyperbole to close analysis. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance. EPA , 573 U.S. 302, 304 (2014).

Market Capitalization 72

Market Capitalization Marketability Accounting Firms Compliance 72

Reynolds Holding

JANUARY 10, 2023

Outside of greenwashing, ESG litigation more broadly is expected to continue to gather pace; [3] issues relating to human rights in supply chains and climate matters and the sustainability, circularity, or “greenness” of a company’s products or services are likely to be among the most popular topics of contention.

Start-ups 56

Start-ups Marketability Banking Finance 56

Reynolds Holding

NOVEMBER 28, 2023

On November 21, 2023, a coalition of labor unions led by the Service Employees International Union (SEIU), announced that it has nominated three director candidates for election to the Board of Directors of Starbucks at the 2024 annual meeting of shareholders.

Marketability 40

Marketability 40

Reynolds Holding

NOVEMBER 6, 2022

These include: certain issuers of securities registered with the Securities and Exchange Commission; certain financial institutions, including domestic banks, bank holding companies, federal or state credit unions, and FinCEN-registered money services businesses; certain U.S. presence; and. a creditor of a reporting company.

Compliance 45

Compliance Treasury Finance Banking 45

Reynolds Holding

OCTOBER 5, 2022

conduct an equitable review of [a] board’s rejection of [a director] nomination” notice pursuant to advance notice bylaws even if such rejection is “contractually proper.” In February, the Delaware Court of Chancery reiterated that “[f]undamental principles of Delaware law mandate that the court. Strategic Investment Opportunities LLC v.

Start-ups 72

Start-ups Marketability Equity Compliance 72

Reynolds Holding

AUGUST 30, 2023

Proposing a precatory proxy resolution for actions prescribed by the activist or the creation of a special committee of independent directors (sometimes including activist nominees) to undertake a strategic review to “maximize shareholder value.” Orchestrating a “withhold the vote” campaign against the company’s incumbent directors.

Equity 40

Equity Dividends Total Shareholder Return Finance 40

Harvard Corporate Governance

NOVEMBER 7, 2022

With many portfolio companies improving their shareholder engagement practices and approach to long-term financially material issues, our support for incumbent directors in contested elections has steadily increased over the last five years, reaching a new high in 2022. Figure 1: Our Support in Global Proxy Contests, 2017-2022.

Marketability 153

Marketability Finance 153

Reynolds Holding

APRIL 21, 2022

14] The New York Department of Financial Services (NYDFS) has released additional guidance for New York domestic insurers on managing the financial risks from climate change, outlining NYDFS’ specific expectations for insurers’ governance, business models and strategies, risk management, scenario analysis and public disclosure. [15].

Finance 45

Finance Banking Compliance Equity 45

Reynolds Holding

JULY 5, 2023

in its proxy statements about its policy to instruct any search firm it engages to include candidates of diverse backgrounds in the pool from which the company selects director nominees. For example, in March 2021, a shareholder challenged the truth of representations made by Qualcomm Technologies, Inc.

Banking 45

Banking Finance Technology 45

Reynolds Holding

JULY 29, 2022

3] In SLB 14L, the Staff rescinded Staff guidance and reversed no-action decisions published during the tenure of former Division Director Bill Hinman, [4] upending the Staff’s recent approach to the application of the economic relevance exclusion in Rule 14a-8(i)(5) and the ordinary business and micromanagement exclusions in Rule 14a-8(i)(7).

Equity 98

Equity Dividends Banking Finance 98

Cooley M&A

JANUARY 18, 2017

If she is named chair, Ohlhausen can in turn immediately name new directors to head the Bureaus of Competition, Consumer Protection and Economics. If she is named acting chair, and another candidate is nominated, that person will need to be confirmed by the Senate, which will delay appointment of new bureau directors.

eCommerce 52

eCommerce Marketability Technology 52