Corporate Governance

News & Analysis as of

Corporate Governance Update: The Corporations Amendment (Publish What You Pay) Bill 2014 (CTH)

The Corporations Amendment (Publish What You Pay) Bill 2014 (Cth) (Bill) is currently before the Senate. If passed, it will amend the Corporations Act 2001 (Cth) to require: - Australian companies involved in...more

SEC Commissioner Wonders Whether Harvard Violated Securities Laws

SEC Commissioner Daniel M. Gallagher and Joseph A. Grundfest, Stanford Law School, Rock Center for Corporate Governance, have just published a paper titled “Did Harvard Violate Federal Securities Law? The Campaign Against...more

SEC Grants No-Action Relief to Whole Foods to Exclude Proxy Access Shareholder Proposal

On December 1, 2014, the staff of the Securities and Exchange Commission granted no-action relief to Whole Foods Market regarding its request to omit a shareholder proposal from its proxy materials pursuant to Rule...more

Blog: Chief Justice Strine: In Praise Of B-Corps

In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors...more

Blog: Proxy Access — Is Private Ordering Now Taking Front And Center Stage?

As reported by thecorporatecounsel.net blog, on December 1, the SEC staff granted the no-action request of Whole Foods Market, Inc., allowing the company to omit from its proxy statement a non-binding shareholder proposal to...more

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

Emerging Sustainability Reporting Standards

Whether they call it ESG (environment, social responsibility and governance), CR (corporate responsibility), sustainability or something else, more and more companies are choosing to voluntarily disclose their efforts and...more

Whistleblower Exposes Cultural and Accounting Failures at UK Supermarket Giant

Irregular accounting practices and a corresponding £263 million — approximately $423 million — in overstated profits were recently revealed at one of Britain's largest supermarket chains, sending company shares plummeting and...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

ISS Releases 2015 Proxy Voting Guidelines

ISS (Institutional Shareholder Services) has released its annual 2015 Proxy Voting Guidelines Updates. These guidelines apply to annual meetings to be held on or after February 1, 2015. Many of our clients have investors who...more

Sherlock Holmes and Innovation in the Compliance Function, Part I – A Study In Scarlet

Today begins a week of double themed blog-posts. First I am back with an homage to Sherlock Holmes, for it was in the magazine Beeton’s Christmas Annual that the characters Sherlock Holmes and Watson were introduced to the...more

NAIC Adopts Corporate Governance Annual Disclosure Models – What All Insurers Need To Know

Insurers should be preparing now to comply with a significant new annual filing requirement on corporate governance. Understanding the type and scope of information that must be filed is critical to preparing for this new...more

Do I Need to Update My D&O Questionnaire for 2015?

One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more

Proxy Advisory Firms Release Policy Updates for 2015

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2015 proxy voting guidelines for US companies, which include several updates applicable to the 2015 proxy...more

ISS and Glass Lewis Adopt 2015 Voting Policies

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis have both released their voting policies for the 2015 proxy season. The policy changes for U.S. companies include updates to the firms’...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2015

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

What’s Next for COSO’s New Framework?

By now, most companies have begun to transition from The Committee of Sponsoring Organizations of the Treadway Commission (COSO) 1992 Internal Control—Integrated Framework to the updated COSO 2013 framework. In fact, many...more

Blog: NACD Releases “Critical Issues For Board Focus In 2015?

The National Association of Corporate Directors has just released “Critical Issues for Board Focus in 2015.” The issues list was developed following the NACD’s dialogues with a number of major institutional investors and...more

Glass Lewis Releases 2015 Proxy Paper Guidelines

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: -...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2014

1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now. 2.Almost certainly because good corporate governance practices just change so darn...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

Academic Perspectives on Investor Activism: Q&A with Professor Laura Starks

Academic affiliate Laura Starks – the Charles E. & Sara M. Seay Regents Chair in Finance and Associate Dean for Research at the University of Texas at Austin’s McCombs School of Business – is an expert on corporate governance...more

What Every Business Should Know About Keeping Its Corporate House in Order

In This Presentation: - Corporate Records Housekeeping - Protecting Assets – Vis A Vis Employees And Others (Trade Secrets, Confidentiality And Non-Competition Agreements) - Protecting Assets – ...more

Highlights of the New Minnesota LLC Act

A new LLC Act is coming to Minnesota. In early 2014, Governor Dayton signed a modified version of the Revised Uniform Limited Liability Act, sometimes called RULLCA, into law as Chapter 322C of the Minnesota Statutes. Since...more

New Surprises in Final 2015 ISS Policy Updates

ISS has issued its 2015 policy updates. Unilateral Bylaw/Charter Amendments - This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more

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