Holding Your Annual Meeting Virtually—Lessons Learned From 2020 -
In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...more
12/30/2020
/ Annual Meeting ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Institutional Shareholder Services (ISS) ,
Lobbying ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Virtual Meetings
Rule 14a-8 requires public companies to include shareholder proposals in their own proxy statements, subject to certain procedural and substantive requirements. The Securities and Exchange Commission (“SEC”) has adopted...more
Caremark Developments -- Do You Know What You Don’t Know?
In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more
1/8/2020
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Institutional Shareholder Services (ISS) ,
New Guidance ,
Proposed Amendments ,
Proxy Statements ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Climate Scorecard. At this point, public companies are keenly aware of the growing emphasis shareholders place on companies’ practices in regard to environmental, social and governance (“ESG”) issues. In furtherance of that...more
1/7/2020
/ Annual Meeting ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Exclusive Forum ,
Gender Equity ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholder Rights
Disclosure Simplification (New Rules in Place). In March 2019, the Securities and Exchange Commission (“SEC”) adopted certain amendments as part of its continuing efforts to modernize and simplify provisions of Regulation...more
1/6/2020
/ Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Electronic Filing ,
Enforcement Actions ,
Form 10-K ,
GAAP ,
MD&A Statements ,
Mylan Pharmaceuticals ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
In the Spring 2017 issue of our Corporate Communicator, we included a brief discussion of the status of the conflict minerals rules contained in Rule 13p-1 of the Securities Exchange Act of 1934, as amended (the “Exchange...more
On January 31, 2017, Michael Piwowar, Acting Chairman of the Securities and Exchange Commission (the “SEC”), issued two Statements regarding the current status of guidance on and implementation of the conflict minerals rules....more
3/10/2017
/ Administrative Procedure Act ,
Appeals ,
Comment Period ,
Conflict Mineral Rules ,
Democratic Republic of Congo ,
First Amendment ,
Form SD ,
IPSA ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more
8/20/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Indemnification ,
Internal Revenue Code (IRC) ,
Reporting Requirements ,
Section 409A ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more