On March 3, 2013, voters in Switzerland approved a referendum providing one of the world’s most onerous restrictions regarding executive compensation. The referendum entitled, “Eidgenössische Volksinitiative ‘gegen die...more
In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more
The Canadian Coalition for Good Governance (“CCGG”) recently released its 2013 Executive Compensation Principles (the “2013 Principles”), replacing the previous version originally published in 2009. The original principles...more
New S-K Item 407(e)(3)(iv) provides that if any compensation consultant has played a role in determining or recommending the amount or form of executive and director compensation, and the consultant’s work has raised any...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 purpose of this post is to remind issuers that inducement grants do not require shareholder approval, so if they are used correctly, they can help to increase the life expectancy of the equity plan's share reserve....more
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more
Over two years ago, Congress enacted Section 951 of the Dodd-Frank Act, which requires public companies to conduct an advisory shareholder vote on the company’s executive compensation plan – the so-called “say-on-pay vote.”...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”)1 became law on July 21, 2010. The primary purpose of the Act is to identify and manage threats to the stability of the nation’s financial system, such...more
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