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