News & Analysis as of

Blog: Nasdaq Proposes “Golden Leash” Disclosure, But Will It Prohibit The Practice?

At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more

SEC Grants No-Action Relief on Proxy Access Proposals

Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more

Preparation for 2015 Fiscal Year-End SEC Filings and 2016 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

Financial Services Weekly News - January 2016 #2

Regulatory Developments - Client Alert: FINRA Releases 2016 Regulatory and Examination Priorities Letter - Goodwin Procter’s Investment Management practice has issued a client alert on FINRA’s Jan. 5 release of its...more

Blog: Nasdaq Survey Of Corporate Interaction With Proxy Advisory Firms

Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season....more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

"Key Takeaways: Proxy Access - Latest Developments"

On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

Proxy Advisory Firms

Each January, our firm invites general counsel, CFOs, controllers, and other representatives of our public company clients, as well as other outside advisers to public companies, to a series of presentations focused on “hot...more

Securities and Governance Update

With a single statement the SEC upended the private ordering of how shareholder proposals are often dealt with in the height of proxy season. Historically, it has been well settled that companies may exclude shareholder...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...more

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

Institutional Shareholder Services (ISS) Issues Guidance on Proxy Access Proposals

On February 19, 2015, ISS published Frequently Asked Questions on selected topics, including how it will recommend on proxy access proposals. Prior to this update ISS had not set forth specific parameters on how it would vote...more

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

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