News & Analysis as of

Board of Directors Pension Funds

KPMG Board Leadership Center (BLC)

An asset owner view on shareholder engagement

Q&A with Yumi Narita, NYC Office of the Comptroller - In late May, Yumi Narita, Executive Director of Corporate Governance at the New York City Office of the Comptroller, spoke with Stephen Brown, Senior Advisor, KPMG Board...more

Husch Blackwell LLP

Stockholder Agreements in Focus: Analyzing West Palm Beach Firefighters' Pension Fund v. Moelis & Co.

Husch Blackwell LLP on

On February 23, 2024, the Delaware Court of Chancery issued a decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. emphasizing the primacy of the board of directors’ responsibility to manage a Delaware...more

A&O Shearman

Delaware Court Of Chancery Invalidates Stockholder Agreement Provisions That Deprive Board Of Key Decision-Making Powers

A&O Shearman on

On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery invalidated a number of significant provisions in a stockholder agreement between a financial institution (the “Company”) and its...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

NYC Comptroller’s Shareholder Proposal Threatens to Curb Employers’ NLRA Free Speech Rights and Employee Free Choice

On March 31, 2023, New York City Comptroller Brad Lander, on behalf of the five New York City retirement systems, announced a new shareholder proposal at Chipotle Mexican Grill, Inc., asking the board of directors to adopt a...more

Foley Hoag LLP - Environmental Law

Shareholder Activism or Divestment? The Massachusetts Pension Fund Chooses Activism

The Boston Globe reported yesterday that the Massachusetts Pension Reserves Investment Management Board approved investment guidelines that would have the Board vote against directors of companies in which the Board invests...more

International Lawyers Network

Bankruptcy, Insolvency & Rehabilitation Proceedings in Canada (Updated)

KEY FACTS OF BANKRUPTCY, INSOLVENCY & REHABILITATION PROCEEDINGS UNDER CANADIAN LAW - 1. Canada's Political and Legal System - Canada has a Federal constitution that was significantly overhauled in the early 1980's,...more

Benesch

Shareholders Seek to Hold Current and Former SolarWinds Officials Liable for Massive 2020 Security Breach

Benesch on

Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more

International Lawyers Network

Bankruptcy, Insolvency & Rehabilitation Proceedings in Canada

KEY FACTS OF BANKRUPTCY, INSOLVENCY & REHABILITATION PROCEEDINGS UNDER CANADIAN LAW - 1. Canada's Political and Legal System - Canada has a Federal constitution that was significantly overhauled in the early 1980's,...more

Vedder Price

Illinois General Assembly Passes Bill to Require Annual Reporting of Board Diversity Information - Bill intended to provide data...

Vedder Price on

On Saturday, June 1, 2019, The Illinois General Assembly passed a bill (the “Diversity Disclosure Bill”) requiring most publicly held companies organized or headquartered in Illinois to include detailed demographic diversity...more

Allen Matkins

Want A Bigger Pension? This Study Suggests Adding Female Directors

Allen Matkins on

In 2018, California became the first state to require publicly held corporations with their principal executive offices in the state to have a minimum number of female directors. Following this groundbreaking, and perhaps...more

Eversheds Sutherland (US) LLP

California looks to take the lead on gender diversity in the boardroom through new legislation

On September 30, 2018, despite voicing some reservations, California Governor Jerry Brown signed into law SB-826, mandating that publicly traded corporations have women on their boards. The new law will require all California...more

Parker Poe Adams & Bernstein LLP

The NYC Comptroller and Pension Funds Boardroom Accountability Project 2.0

Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension...more

Jones Day

NYC Pension Funds Set Their Sights on Board Diversity

Jones Day on

The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more

Dechert LLP

US Supreme Court Holds that 3-Year Time Limit to Challenge Registration Statements Cannot Be Tolled, Precluding Opt-Out Plaintiffs...

Dechert LLP on

Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...more

Thomas Fox - Compliance Evangelist

Shareholders Will Get to Trial in Petrobras Corruption Scandal Action

Yesterday I wrote about what may well be the next great bribery and corruption scandal across the globe involving the Venezuelan state oil company Petroleos de Venezuela SA (PDVSA). However, the current largest corruption...more

Foley Hoag LLP

Changes to the New York City Retirement Systems’ Proxy Guidelines

Foley Hoag LLP on

The New York City Retirement Systems (NYRS) recently published a major overhaul of their proxy voting policies, the first in 30 years. Released in April 2016, the “Corporate Governance Principles and Proxy Voting Guidelines”...more

Cooley LLP

Blog: NYC Comptroller Submits Proxy Access Proposals To 72 Companies For 2016

Cooley LLP on

As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the...more

Cooley LLP

Blog: Executive Compensation — A Trigger For Hedge Fund Activism?

Cooley LLP on

Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some...more

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