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Shareholder Proxy Access
On Sept. 5, 2006, the United States Court of Appeals for the Second Circuit stated: 'In deeming proxy access bylaw proposals non-excludable under Rule 14a-8(i)(8), we take no side in the policy debate regarding shareholder access to the corporate ballot.' American Federation of State, County & Municipal Employees v. American International Group, Inc., 2006 WL 2557941 (2d Cir. Sept. 5, 2006) ('AFSCME'). Despite the Second Circuit's neutral intent, AFSCME has generated a surge of renewed interest in the legal and policy implications of shareholder proxy access, and specifically shareholders' expanding power to influence director elections.
Securities and Exchange Commission (SEC or Commission) Rule 14a-8 governs shareholder proposals. If a qualified shareholder submits a proposal, the company must include the proposal in its proxy statement unless the proposal may be excluded pursuant to one of thirteen grounds listed in Rule 14a-8. One of the grounds, Rule 14a-8(i)(8), provides that a corporation may exclude a shareholder proposal '[i]f the proposal relates to an election for membership on the company's board of directors or analogous governing body.' This exclusion is known as the 'election exclusion.'
The Case
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?