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
The following issues are among those addressed in ISS' non-compensation-related FAQs...
The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more
Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season.
ISS Policy Updates -
Pay-for-Performance Evaluation -
Revised Peer Group Methodology. 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
As the landscape surrounding proxy materials and annual report disclosures continues to shift, it is important for public companies to anticipate such changes and ensure they are best positioned to respond. Below is a summary...more
The 2012 proxy season will likely be remembered as an evolutionary, rather than revolutionary, year at the corporate ballot box. Many of the trends seen in 2011—the first year of mandatory say-on-pay—continued in 2012, with...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 October 16, 2012, Institutional Shareholder Services Inc. (ISS), a provider of governance research and analysis and proxy voting and distribution solutions, announced proposed updates to its benchmark proxy voting...more
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