John Cannon III

John Cannon III

Shearman & Sterling LLP

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SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

2/20/2015 - Board of Directors Directors Dodd-Frank Equity Compensation Hedging Proxy Statements Regulation S-K SEC

Glass Lewis Releases 2015 Proxy Paper Guidelines

On November 6, 2014, Glass Lewis & Co. released its 2015 Proxy Paper Guidelines for the United States showing the key draft policy changes for the 2015 proxy season. There are updates in the following areas: -...more

11/13/2014 - Board of Directors Corporate Governance Employee Stock Purchase Plans Glass Lewis IPO Proxy Season Proxy Voting Guidelines Say-on-Pay Shareholder Rights

ISS Publishes 2015 Draft Policy Changes; Comments Due by October 29, 2014

On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new...more

10/22/2014 - Board of Directors Equity Compensation Incentive Stock Options ISS Policy Drafting Proxy Voting Guidelines Shareholders

In re Trados: Directors Dodge a Bullet

Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more

12/13/2013 - Board of Directors Common Stock Conflicts of Interest Corporate Governance Covenant of Good Faith and Fair Dealing Damages Derivative Suit Equitable Relief Fiduciary Duty Mergers Preferred Shares Shareholders

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

10/28/2013 - Board of Directors CEOs Executive Compensation ISS Pay-for-Performance Shareholders

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