News & Analysis as of

Golden Parachutes Board of Directors

Golden Parachute is a term used to describe agreements between companies and employees (usually high-level executives) whereby employees are significantly compensated in the event employment is terminated.... more +
Golden Parachute is a term used to describe agreements between companies and employees (usually high-level executives) whereby employees are significantly compensated in the event employment is terminated. Typically, Golden Parachutes are implicated in the event of a merger or take-over of the original company and take the form of stock options, severance payments, and/or bonuses.  less -
Bass, Berry & Sims PLC

SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms

Bass, Berry & Sims PLC on

Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more

BCLP

Don’t Forget! Refresher on Glass Lewis COVID-19-Related Guidance and ISS Compensation-Related FAQs

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For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more

Fenwick & West LLP

Glass Lewis Announces 2021 Proxy Voting Policy Guidelines

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Glass Lewis announced updates to its United States Proxy Voting Policy Guidelines late November 2020. The 2021 Proxy Voting Policy Guidelines include a variety of changes from the 2020 version, including new provisions...more

BCLP

Glass Lewis’ 2020 Proxy Season Review: Boards Become Increasingly Younger

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Glass Lewis (“GL”) recently issued its 2020 Proxy Season Review (U.S.) (the “Report”) covering the U.S. 2020 Proxy Season (i.e., January 1, 2020 through June 30, 2020). GL reported on certain 2020 shareholder voting trends...more

A&O Shearman

18th Annual Corporate Governance & Executive Compensation Survey 2020

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In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more

Mintz Edge

Management Carve-Out Plans

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A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their...more

A&O Shearman

Corporate Governance & Executive Compensation Survey 2019

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Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more

Manatt, Phelps & Phillips, LLP

Eighth Circuit Refuses to Open Golden Parachute for Bank Exec

A new decision from the Eighth Circuit Court of Appeals reaffirms the challenge presented by the Federal Deposit Insurance Corporation (FDIC) "golden parachute" prohibitions for boards of directors of banks in "troubled...more

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