News & Analysis as of

ISS Adopts Discretion in Evaluating Management Equity Plan Proposals – May Lead to Increase in CEO Performance Shares and...

What's New? What's new and interesting about the new ISS "score card rules" are two sentences that say: (i) that an issuer's share plan proposal may pass the Shareholder Value Transfer ("SVT") test but still...more

ISS Guidelines for 2015 Proxy Season – More Holistic Review of Board Leadership Structure

On November 6, 2014, ISS released its 2015 proxy voting guidelines which update its benchmark policy recommendations. The updated policies will be effective for shareholder meetings held on or after February 1, 2015....more

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

What's Love Got To Do With It? Disclosure, Governance and Getting Personal

Some marriages last forever. Some may only last for hours, weeks or a short few years. Some divorces are quick and quiet. Some are high profile. Think: Brad and Jen, Tiger and Elin, Ashton and Demi. Names, faces and assets...more

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

Communicate CEO Turnover

More than any other company move, CEO successions form headlines, providing an important indication of an organization’s viability. Executive leadership changes have a profound effect not only on public perception, but on the...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

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

Reviewing the 2012 Proxy Season and Preparing for 2013

The 2012 proxy season will likely be remembered as an evolutionary, rather than revolutionary, year at the corporate ballot box. Many of the trends seen in 2011—the first year of mandatory say-on-pay—continued in 2012, with...more

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