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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

"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment...more

7/7/2014 - Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC

"Navigating Today’s Shareholder Activism Landscape: What Companies Should Consider"

Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority...more

6/26/2014 - SEC Shareholder Activism Shareholder Litigation Shareholder Rights Shareholders

"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder....more

5/13/2014 - Board of Directors Corporate Governance Shareholder Activism Shareholder Litigation Shareholders Sothebys

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

12/10/2013 - Audits Board of Directors Compensation Committee Compliance Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Filing Requirements Form SD Forum Selection Clause IRC Pay Ratio PCAOB Say-on-Pay SEC Section 162(m) Shareholder Votes Shareholders

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

12/5/2013 - Corporate Governance ISS Pay-for-Performance Proxy Season Proxy Voting Guidelines

"ISS Opens Comment Period for 2014 Proxy Voting Policy Changes"

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

10/25/2013 - ISS Proxy Voting Guidelines

"Rethinking Director Nomination Requirements and Conduct in an Era of Shareholder Activism"

This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more

7/1/2013 - Board of Directors Bylaws Confidential Information Corporate Governance Nominations Shareholder Activism Shareholders

"Activist Shareholders in the U.S.: A Changing Landscape"

Nature and Direction of Change - Shareholder activism in the U.S. has increased significantly over the past several years, with activist campaigns increasingly targeting well-known, larger market capitalization...more

6/17/2013 - Shareholder Activism Shareholders

"Deadline Approaching for Compensation Committee Charter Amendments"

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

5/23/2013 - Compensation Committee Deadlines Dodd-Frank Nasdaq NYSE SEC

"SEC Approves NYSE and Nasdaq Compensation Committee Rules"

The Securities and Exchange Commission (SEC) recently approved new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements relating to compensation committees of listed companies. The listing...more

1/24/2013 - Compensation Committee Executive Compensation Listing Standards Nasdaq NYSE SEC

"ISS Issues 2013 Policy Updates"

Institutional Shareholder Services (ISS), an influential proxy advisory firm, annually updates the policies that underlie its voting recommendations to its institutional investor clients. On November 16, 2012, ISS issued its...more

11/21/2012 - Executive Compensation ISS

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