Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150[1] (SV150) to see whether they included an officer exculpation proposal[2] in their proxy statements for stockholder meetings held from August 1, 2022, through July 31, 2023 (“Year One”). As reflected in our previous post and Client Alert, during Year One, only nine SV150 companies included an officer exculpation proposal in their proxy statements, of which seven passed and two failed.Continue Reading Officer Exculpation and the Silicon Valley 150: Year Two
Officer Exculpation
Preparing for the 2024 Proxy Season
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Posted in Activism, Corporate Governance, ESG, Governance Policies, Proxy, SEC Reporting, Securities Laws
Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2024 proxy season, as well as reminders for what is on the horizon for public company governance and disclosure. It covers the following topics:Continue Reading Preparing for the 2024 Proxy Season
Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes
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Posted in Delaware Law
Our recent Client Alert discusses a significant decision issued by the Delaware Supreme Court on January 17, 2024, affirming that the Delaware General Corporation Law does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation. The Supreme Court’s decision provides helpful certainty to multi-class companies that are considering adopting officer exculpation. Beyond the charter amendment context, the court’s opinion provides valuable guidance for how Delaware courts approach statutory interpretation and reaffirms the Supreme Court’s commitment to established precedent.
Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation
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Posted in Corporate Governance, Proxy
Our recent Client Alert takes a fresh look at bylaw and charter amendments at the Silicon Valley 150 during the 2023 proxy season to better understand how companies are addressing new Rule 14a-19, which mandates the use of a universal proxy card in contested elections, as well as the recent…
Continue Reading Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer ExculpationOfficer Exculpation and the Silicon Valley 150
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Posted in Corporate Governance
Effective August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (DGCL) was amended to permit a Delaware corporation to include in its charter a provision eliminating or limiting the personal liability of certain officers for direct claims for breaches of their fiduciary duty of care. While this amendment…
Continue Reading Officer Exculpation and the Silicon Valley 150Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes
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Posted in Delaware Law
Our recent Client Alert discusses an important ruling issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery on March 29, 2023. This ruling concluded that two companies with multiple classes of common stock were not required, under the Delaware statute, to obtain separate class votes of…
Continue Reading Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes