Corporate Governance

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Corporate Board Responsibility for Compliance

You can talk all you want about the importance of “tone-at-the-top.” People use that term all the time and everyone nods their heads in agreement. But what is the “top”? Is it the CEO? Is it senior executives? Is it the...more

Annual Meeting Handbook 2015 Edition - Providing a General Overview of State and Federal Laws and Stock Exchange Rules Relating to...

INTRODUCTION – Every public company in the United States is required by its charter documents, the corporate law of its state of incorporation and the federal securities laws to hold a meeting of shareholders at least...more

Blog: Study Shows Benefit Of Forum Selection Bylaws

A new study from Cornerstone Research demonstrates the benefit of adopting forum selection bylaws. The study reveals that, for the first time since 2008, the majority (60%) of M&A-related litigation was filed in only one...more

Calling All Government Contractors: Upcoming Pennsylvania Political Contribution Disclosure Form

For government contractors, the start of a new year brings with it a host of filing requirements in many states along the Northeast Corridor. Although some states (such as New York and Connecticut) do not impose annual or...more

Real Estate Acquisitions in Japan

Interest in acquiring Japanese real estate, such as hotels, office buildings and retail complexes, is increasing due to Abenomics and the depreciation of the yen against major currencies. Japan expects to have a robust estate...more

A New Spanish Corporate Governance Code For Listed Companies

The new Spanish Corporate Governance Code for listed companies, approved by resolution of the board of the National Securities Market Commission (CNMV) on 18 February 2015, dispenses with the recommendations that currently...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

New Louisiana Business Corporation Act: A Dozen Key Changes to Consider

The old Louisiana Business Corporation Law (Old LBCL) was replaced by the new Louisiana Business Corporation Act (New LBCA) on January 1, 2015. The complete text of the New LBCA can be found in this post, and the following...more

Delaware Adopts Curative Procedures for Invalid Past Corporate Actions

Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more

SEC Timeout on Proxy Access Issue Has Wider Implications

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

FINRA Issues its Cybersecurity Report, Providing Tools and Encouragement to Broker-Dealers

FINRA recently issued a Report on Cybersecurity Practices (“Report”), growing out of its targeted examination of firms last year. To issue the Report, FINRA gave careful consideration to the needs of many broker-dealers for...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Blog: You Say You Want A Dissolution: An Overview Of The Formal Corporate Wind Down

Winding Down. If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. ...more

Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

Are We Closer to Fixing the Proxy Voting System?

The integrity of the shareholder vote is a cornerstone of shareholder democracy for public companies. Shareholders’ ability to “have their say” is exercised at shareholder meetings largely through proxy voting, which is a...more

The Financial Report -Volume 4, No. 4 • February 2015 (Global)

US Judicial Developments - Receiver can be subject to arbitration. The court-appointed receiver for hedge funds used as part of a Ponzi scheme sued the scheme’s “net winners” in an effort to claw back their gains....more

Blog: Speakers Comment On Exclusion Of Shareholder Proposals As False And Misleading, Rule 14a-8(i)(3)

At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder...more

Corporate Governance and Disclosure Considerations for Financial Services Companies This Proxy Season and Beyond

Introduction - As the 2015 annual meeting season quickly approaches, recent and continuing corporate governance and securities disclosure developments should be top of mind as financial services companies complete their...more

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

Section 162(m) Compliance Alert

Compensation paid by a publicly-traded corporation to its Chief Executive Officer and three other highest compensated officers (other than the Principal Financial Officer) is generally not tax deductible to the extent the...more

Understanding the Different Mandates Between Legal and Compliance February 3 2015 [Video]

With the rise of the compliance function in corporate governance, chief compliance officers and general counsels have had to define their responsibilities and coordinate their activities. To do so, chief compliance officers...more

Practical Considerations for Preparing Your 2015 CD&A

In anticipation of the upcoming 2015 proxy season, many companies are in the process of drafting their proxy statements. The compensation discussion and analysis (CD&A) section of the proxy statement has received a great...more

Future of Corporate Monitors

No company wants a corporate monitor. If you ask any General Counsel, Chief Compliance Officer or Chief Executive Officer, they can list an infinite number of alternative punishments they would rather suffer than have a...more

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

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