This is an updated version of our prior post to address Governor Cuomo’s most recent Executive Orders.

In response to the COVID-19 pandemic, Governor Cuomo declared a disaster emergency and ceased operation of all non-essential businesses in New York state with the March 7 Executive Order 202 and its successor Executive Orders.  In particular, the March 20th Executive Order 202.8 provided temporary suspension of several state law regulatory requirements, including with respect to shareholder meetings of New York corporations.
Continue Reading UPDATE: Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings

Glass Lewis recently announced an update of its guidelines, which temporarily relaxes its standard policy against virtual meetings in light of COVID-19. The update provides that “[f]or companies opting to hold a virtual-only shareholder meeting during the 2020 proxy season (March 1, 2020 through June 30, 2020), [Glass Lewis] will generally refrain from recommending to vote against members of the governance committee on this basis, provided that the company discloses, at a minimum, its rationale for doing so, including citing COVID-19.”[1]  This formal update of Glass-Lewis’s guidelines comes on the heels of statements by both Glass-Lewis and ISS indicating openness to relax their positions on virtual meetings, which we discussed here.
Continue Reading Glass Lewis Revised Guideline Regarding Virtual Meetings for 2020 Proxy Season

This is an updated version of our prior post to address a new guideline issued by Glass Lewis.

With rising concerns around the spread of COVID-19 (“coronavirus”) in the United States and globally, in order to mitigate health risks, many public companies may consider adding a virtual component to the format of their annual shareholder meetings.  In the United States, state law generally governs the availability of a virtual meeting format.  At the federal level, the SEC regulates the filing and mailing of proxy solicitation materials.  While we have not seen direct guidance from state legislatures on virtual or hybrid meetings in the context of the coronavirus pandemic, on March 13, 2020, the SEC released guidance (“SEC Coronavirus Guidance”) addressing annual shareholder meetings[1] in light of recommendations by the Centers for Disease Control and Prevention (“CDC”) and other public health officials to cancel, or explicitly state policies that prohibit, large, in-person gatherings[2] in an effort to prevent the spread of coronavirus.[3]  Set forth below are various considerations that a company should take into account when determining whether to move from an in-person to a virtual or hybrid[4] annual meeting
Continue Reading UPDATE: Coronavirus & Virtual Annual Meetings

In light of the growing concern about COVID-19 (“coronavirus”) in the United States and globally, the U.S. Centers for Disease Control and Prevention (“CDC”) and other public health officials have recommended cancelling large, in-person gatherings for the next several weeks.[1] As a result, some companies may be considering, or may in the coming weeks need to consider, postponing the date of their shareholder meeting.  While moving to a virtual or hybrid meeting, as discussed in our blog post, “Coronavirus & Virtual Annual Meetings,” may be a good solution for certain companies, other companies may determine (or due to a lack of vendor capacity may be forced to determine) that the better course of action for them is to postpone or adjourn their annual meetings.
Continue Reading Coronavirus & Postponing/Adjourning Annual Meetings

On January 30, 2020, the Federal Reserve issued a highly-anticipated final rule amending its regulations governing when one company will be deemed to control another. The final rule will provide greater certainty and transparency by codifying and clarifying a number of principles for analyzing control that have never before been set out in a comprehensive

In recent years there has been a material reduction in the number of companies seeking admission to the Premium Segment of the London Stock Exchange. In addition, a number of market participants believe that high-growth tech companies are materially under-represented on the Premium Segment. In an article published in late 2019, the Financial Times indicated

On December 2, 2019, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on key corporate governance considerations for the 2020 proxy season. The panelists were Sandra L. Flow, Partner, Cleary Gottlieb, Mary E. Alcock, Counsel, Cleary Gottlieb and William Ultan, Managing Director, Corporate Governance, Morrow Sodali. The panel was moderated by Paul Washington, Executive Director, ESG Center, The Conference Board.
Continue Reading Cleary Gottlieb Participates in Panel Discussion on Outlook for the 2020 Proxy Season

The CEOs of 150 major US public companies recently pledged to act for all of their “stakeholders” – customers, employees, suppliers, communities and yes, even stockholders.[1] Much commentary ensued. But before we get too excited about whether these CEOs are grasping the mantle of government to act on behalf of the citizenry and other people who aren’t paying them, there is the prior question of whether, as a matter of Delaware law, they can.
Continue Reading Outlaws of the Roundtable? Adopting a Long-term Value Bylaw

On July 18, 2019, The Conference Board and Cleary Gottlieb Steen & Hamilton LLP hosted a panel discussion on the 2019 proxy season highlights and trends, including the considerations companies have been evaluating during engagement with investors. The panel also discussed the continuation of significant governance issues for companies, such as in the areas of board composition, diversity, environmental issues and the interrelationship between shareholder issues and those in the news cycle. The panelists were Pamela Marcogliese, Partner, Cleary Gottlieb, Elizabeth Bieber, Associate, Cleary Gottlieb and Theresa Molloy, Vice President, Governance and Shareholder Services, Prudential Financial. The panel was moderated by Paul Washington, the new Executive Director of ESG Center at The Conference Board.
Continue Reading Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2019 Proxy Season

I. The Transparency Register – A Recap

The 4th EU-Money-Laundering Directive (2015/849), which entered into force in mid-2015, required national legislators of EU Member States to establish, in each jurisdiction, a register for information on the beneficial owners of companies and other undertakings located in such jurisdictions (“Transparency Register”).  Echoing Justice Louis D. Brandeis’ famous metaphor of publicity as a remedy for social and industrial diseases, the Directive states that information on the beneficial ownership of companies is a key factor for tracing criminals who might otherwise hide their identity behind corporate structures.
Continue Reading A Hint of Brandeis: Proposed Amendments to the German Transparency Register