Garrett A. DeVries

Garrett A. DeVries

Akin Gump Strauss Hauer & Feld LLP

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Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

3/31/2014 - Apple Preliminary Injunctions Proxy Statements SEC

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

3/6/2014 - Equity Compensation Executive Compensation IPO SEC Stocks

Proxy Season: Enhanced Confidential Voting Shareholder Proposals

Fueled by the controversy during the 2013 proxy season over access to interim vote tallies, “enhanced confidential voting” proposals have been submitted to over a dozen high profile companies for the 2014 proxy season,...more

3/5/2014 - Proxy Season Shareholder Votes Shareholders

Interim Vote Tallies: To Disclose or Not to Disclose

Uncertainty continues as Broadridge flip-flops over its policy on the disclosure of interim proxy tallies in a proxy contest. In early February 2014, Broadridge announced a new policy that a company and shareholder proponents...more

2/19/2014 - Disclosure Requirements Interim Reports SEC Shareholder Votes

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

1/8/2014 - Board of Directors Bylaws Corporate Governance Forum Selection Clause

Address Boardroom Confidentiality

Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more

1/6/2014 - Board of Directors Confidential Information Confidentiality Corporate Counsel Corporate Governance

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

1/3/2014 - Investors Proxies Proxy Contests Shareholder Litigation Shareholders

Push to Diversify Boards Picks Up Steam

In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more

1/2/2014 - Board of Directors Corporate Governance Diversity EU SEC

RR Donnelley Survey: Inside Scoop on Investors’ Review of Proxy Statements

Registrants and investors are increasingly placing greater focus on proxy statement presentation. As a result, over the last few years, proxy statements have evolved into more effective disclosure and marketing tools as...more

1/2/2014 - Executive Compensation Investors Pay-for-Performance Proxy Advisors Proxy Statements Shareholder Votes

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

12/31/2013 - Board of Directors Corporate Counsel Corporate Governance Directors Independent Boards Proxy Season S&P

Split Decision: Whether to Separate the CEO and Board Chair Positions

Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more

12/30/2013 - Board of Directors CEOs Corporate Governance JPMorgan Chase

Changing Healthcare Landscape Poses Challenges for Directors

Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more

12/27/2013 - Affordable Care Act Board of Directors Compliance Directors Employer Mandates Health Insurance Exchanges Healthcare Healthcare Reform Pay or Play

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

12/26/2013 - Board of Directors CEOs Chief Compliance Officers Clawbacks Compensation Committee Corporate Counsel Directors Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio Pay-for-Performance Proxy Advisors Proxy Voting Guidelines Sarbanes-Oxley Say-on-Pay SEC

Growing Demands of Compliance Oversight Weighing Down Directors

Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more

12/26/2013 - Board of Directors Chief Compliance Officers Compliance Corporate Counsel Corporate Governance Directors Whistleblowers

Cybersecurity on Radar Screen of Boards of Directors

Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more

12/17/2013 - Board of Directors Corporate Counsel Cybersecurity Cybersecurity Framework Risk Management

Is It Time to Adopt a Forum Selection Bylaw?

On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation.1The decision is welcome news...more

7/1/2013 - Board of Directors Bylaws Corporate Governance Forum Selection Clause

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