William Lawlor

William Lawlor

Dechert LLP

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Latest Publications


New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

10/27/2015 - Corporate Counsel Exclusions New Guidance Ordinary Course of Business Defense SEC Shareholder Proposals Wal-Mart Whole Foods

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

2/10/2015 - Corporate Governance Dodd-Frank Popular Proxy Access Rule SEC Shareholder Activism Shareholder Proposals Shareholders Whole Foods

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

3/6/2014 - Change of Ownership Fiduciary Duty Poison Pill Proxy Contests Takeover Code

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

11/22/2013 - Bylaws Compensation Committee Corporate Counsel Corporate Governance Executive Compensation ISS

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