Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
D&O in Brazil and Latin America
Performance Based Equity Compensation
CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine
Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
Claims: Government Investigations, Enforcement and Triggering Insurance Coverage Under D and O Insurance
The FCPA Compliance and Ethics Report, Episode 3
A Price Worth Paying?
Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more
As we approach this year’s proxy season, it is a good time to reflect on last year’s developments and to plan for this year’s hot topics.
A Look Back -
In addition to reviewing your own shareholder voting results...more
On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more
In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more
James McRitchie was the shareholder proponent who submitted a proxy access proposal to Whole Foods. The SEC granted Whole Foods’ request to exclude the proposal. Mr. McRitchie has now requested an appeal to the full...more
Proxy research and advice entities Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines each service will use to inform their voting recommendations for...more
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 give shareowners who...more
On November 6, 2014, Glass Lewis & Co. released its 2015 Proxy Paper Guidelines for the United States showing the key draft policy changes for the 2015 proxy season. There are updates in the following areas:
Over the past few years, as plaintiffs have found it increasingly harder to succeed in “say-on-pay” litigation, another type of litigation over proxy disclosures has been on the rise. These cases are generally brought as...more
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
The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more
Following are some topics that public companies may want to consider in preparation for the 2014 proxy season.
Shareholder Proposals -
The 2013 proxy season reflected a continued increase in the number of...more
Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more
Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance.
In this section, we take a broad look at the corporate governance landscape to...more
The following issues are among those addressed in ISS' non-compensation-related FAQs...
The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more
Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season.
ISS Policy Updates -
Pay-for-Performance Evaluation -
Revised Peer Group Methodology. ISS...more
In This Issue:
- 2013 Annual Meeting Season
- Dealing with ISS and Other Proxy Advisory Firms this Proxy Season
- SEC Update
- Other NYSE/NASDAQ Developments
- Delaware Law Update — Delaware Court Applies...more
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