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CII

Blog: CII Hunts Zombie Directors

by Cooley LLP on

A new analysis from the Council of Institutional Investors, announced on October 31, reports a relatively high proportion of “zombie directors” remaining on corporate boards. (The date was not lost on CII: the press release...more

Blog: Nasdaq Proposes “Golden Leash” Disclosure, But Will It Prohibit The Practice?

by Cooley LLP on

At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more

Blog: Director Resignation Policies Under Fire

by Cooley LLP on

The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and...more

Blog: CII And Pension Funds Make Their Voices Loud And Clear Over Fee-Shifting Bylaws

by Cooley LLP on

As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over...more

Just Who Is Behind The Universal Proxy?

by Allen Matkins on

Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission. Indeed, the CII did submit this petition on January 8, 2014. ...more

Insurgents Denied Access to Early Vote Tallies

by Morrison & Foerster LLP on

Broadridge Financial Solutions, Inc. (“Broadridge”), the leading U.S. firm that distributes materials on behalf of banks and brokers and collects shareholder ballots, recently decided to stop sharing real-time polling...more

Do Trades Made Pursuant To 10b5-1 Plans Still Offer A Defense To Insider Trading?

Rule 10b5-1, enacted in August 2000, codified the SEC’s position that trading while in possession of material non-public information is sufficient to establish liability for insider trading....more

Changes in the Wind for Rule 10b5-1 Trading Plans?

On December 28, 2012, the Council of Institutional Investors (CII) submitted a letter to the Securities and Exchange Commission (SEC) requesting that the SEC implement rulemaking to impose new requirements with respect to...more

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