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Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

Key Metrics: Thoughts for Directors

Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries....more

Evolving Director-Investor Communications: Preparing for Your Board’s Direct Engagement with Shareholders

Preparation, two-way communication, targeted proactive engagement and choosing the right director for the job are the keys to a successful engagement strategy, say Latham & Watkins partners Mark Gerstein and Steve Stokdyk in...more

Recommended Proxy Disclosure for Director Elections and Other Proposals

Tips and forms you can use for drafting your proxy statement to increase clarity and avoid pitfalls. In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes...more

2016 Proxy Season: Strategically Preparing for the Upcoming Season

Strategically preparing for the 2016 Proxy Season by focusing on compensation, proxy disclosure, shareholder activism and proxy access will help companies put their best foot forward in their annual meetings say Latham &...more

Proxy Access In The 2015 Season

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

What To Expect in the Remainder of the 2015 Proxy Season

In this lw.com interview Latham & Watkins partners Steven Stokdyk and Jim Barrall discuss shareholder proponent types, director voter results, proxy puts and other 2015 shareholder activism trends. “There are victories in...more

Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps

Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property...more

Three Practical Steps to Oversee Enterprise Risk Management (ERM)

Introduction - Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing...more

Developments & Predictions for the 2015 Proxy Season

In a January 2015 webcast, Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice,...more

Pumping Up for Proxy Season: Know Your Supplements

In connection with a meeting of stockholders, many companies face the decision of whether and how to prepare and file supplemental or amended proxy materials. The decision to supplement or amend, and how to deliver...more

Director Tenure: A Solution in Search of a Problem

Director tenure continues to gain attention in corporate governance as term limits become a cause célèbre. Proponents argue directors should no longer qualify as independent after 10 years of service, even though no law, rule...more

Activism: Every Season is Now Open Season

Activism has become omnipresent and now targets virtually every industry sector regardless of a company’s size. The number of campaigns are up, the amount of capital allocated to activism is at an all-time high and activists...more

The Activist Investor and Negotiated Share Purchases

Steven Stokdyk is the global Co-chair of Latham & Watkins’ Public Company Representation Practice. He has extensive corporate, finance and acquisition experience representing companies, principal investors and investment...more

Three Practical Steps to Managing FCPA & Anti-Corruption Risks

Foreign Corrupt Practices Act (FCPA) enforcement continues to be a priority for the United States Department of Justice (DOJ) and Securities and Exchange Commission (SEC). In recent years, U.S. authorities have aggressively...more

Boardroom Perspectives: Three Practical Steps to Stay Ahead of Shareholder Activism

Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets. In this climate, no...more

Preparing for the 2014 Proxy Season

Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice, discuss how companies can...more

2/10/2014  /  Dodd-Frank , ISS , Proxy Season , SEC
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