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"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

12/9/2014 - Annual Meeting Bylaws Conflict Mineral Rules Corporate Governance Disclosure Requirements Equity Compensation Executive Compensation Fee-Shifting Statutes Glass Lewis ISS Proxy Season Proxy Voting Guidelines Reporting Season SEC Shareholder Proposals

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

1/22/2014 - Compliance Disclosure Requirements Dodd-Frank Executive Compensation Fiduciary Duty Pay Ratio Say-on-Pay Section 162(m)

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

6/26/2013 - Board of Directors CEOs Disclosure Requirements Employment Contract Executive Compensation Hiring & Firing Reporting Requirements Severance Agreements Successors Termination

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

1/17/2013 - Annual Meeting Certificates of Incorporation Compensation Committee Directors Disclosure Requirements Executive Compensation Fiduciary Duty Managers Proxy Season Say-on-Pay Shareholder Litigation

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