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Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits

The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation. The equity incentive plan, or EIP, at issue included the following limitations on grants...more

ISS Announces Rebranded Governance Rating System and New Factors

ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.” For US companies, the following is a...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

Court Examines Disclosure Duties in Consent Solicitaion Removing Directors

In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more

SEC Charges 13D Filers With Failure to Disclose Going Private Plans

It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more

Marathon Oil Seeks To Head Off New York City’s Proxy Access Proposal

As previously noted, New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to...more

Do I Need to Update My D&O Questionnaire for 2015?

One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more

SEC Cops Bust 36 for Failure to File Ownership Reports

The SEC charged 29 officers, directors, or major shareholders for violating federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. Seven publicly-traded...more

SEC: Don’t Ignore the Habitually Wrong Whistleblower

SEC Chair Mary Jo White recently gave a speech on a number of important matters, including the role of directors as gatekeepers, her views of self-reporting of violations and the SEC’s whistleblower program. In the speech...more

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

A Checklist To Comply With The New NYSE Compensation Committee Independence Rules

The SEC has approved the NYSE’s compensation committee independence rules. By July 1, 2013, most listed issuers must comply with the following...more

A Checklist To Comply With The New Nasdaq Compensation Committee Independence Rules

The SEC has approved Nasdaq’s compensation committee independence rules. By July 1, 2013, most listed issuers must comply with the following...more

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