News & Analysis as of

Proxy Advisory Firms Update

This year, our proxy advisory firm update focuses on ISS, which issued policy updates on November 21, 2013 that will take effect for annual meetings held on or after February 1, 2014. In connection with announcing its updated...more

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

"Shareholder Activism in the US Banking Industry"

Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Planning for the 2013 Annual Meeting and Reporting Season

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

Skadden's 2013 Insights: Governance

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

ISS Publishes Updated FAQs for its Proxy Voting Policies

On December 20, Institutional Shareholder Services (ISS) published updated FAQs regarding its proxy voting policies and procedures. The updated FAQs address, among other things, ISS’ policies for evaluating executive...more

ISS Issues Two Sets of FAQs: 102 FAQs on Compensation Policies and 77 FAQs on Non-Compensation-Related Questions

On December 20, 2012, ISS released two lengthy sets of FAQs on 2013 compensation and non-compensation related policies. The following are issues addressed in the FAQs....more

ISS Issues 26 FAQs on 2013 Peer Group Selection

On December 4, 2012 Institutional Shareholder Services (ISS) released a total of 26 FAQs on ISS' peer group selection methodology and processes by which companies may update peer group information with ISS....more

Corporate Communicator - Winter 2013

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

Public Companies Should Immediately Review Their Peer Groups Used in Executive Compensation Decisions Based on ISS's New Peer...

Public companies should immediately review their peer group and Global Industry Classification Standard (“GICS”) codes, for purposes of executive compensation in light of the new Institutional Shareholder Services (“ISS”)...more

"Executive Compensation and Benefits Alert: ISS Releases FAQs Regarding Peer Group Selection — Deadline Fast Approaching for...

New ISS Peer Group Methodology - One of the most controversial issues during the 2012 proxy season was the degree to which the peer groups chosen by Institutional Shareholder Services (ISS) varied from the peer groups...more

ISS Publishes FAQs on Peer Group Selection Methodology and Seeks Input from Issuers on Changes to Self-Selected Peer Groups

On December 4, 2012, ISS published a set of FAQs on its methodology for selecting the 14 to 24 member peer group that it will use to evaluate a company’s executive compensation. The FAQs also address how companies can provide...more

ISS Issues Final 2013 Proxy Voting Policies

Proxy advisory firm Institutional Shareholder Services (ISS) has released its updated 2013 U.S. Corporate Governance Policy. The updated policy guidelines generally will be applied to ISS voting recommendations for...more

What’s New in Executive Compensation for the Upcoming Proxy Season: Compensation Committee and Adviser Independence, ISS...

Public companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation, including: - New Securities and Exchange Commission rules that...more

"ISS Issues 2013 Policy Updates"

Institutional Shareholder Services (ISS), an influential proxy advisory firm, annually updates the policies that underlie its voting recommendations to its institutional investor clients. On November 16, 2012, ISS issued its...more

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