News & Analysis as of

Proxy Access

Bass, Berry & Sims PLC

Key Takeaways from New Universal Proxy Rules Webinar

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Late last year, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to, among other things, mandate the use of a universal proxy card in public solicitations involving director election...more

Foley & Lardner LLP

Credentialing by Proxy: Joint Commission’s Improved Telemedicine Accreditation Rules

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The Joint Commission recently announced it has changed its accreditation rules to enable more hospitals and telemedicine companies to use the streamlined “credentialing by proxy” process. Under the change, the distant site...more

Benesch

Corporate Governance Trends and Best Practices Among Middle Market Public Companies - February 2020

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Welcome to the second annual Benesch Corporate Governance Report, which focuses on trends and best practices at middle market public companies. 2019 saw a continued focus on corporate governance from a number of audiences...more

Dorsey & Whitney LLP

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from...

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At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more

Cooley LLP

Blog: Does proxy access create leverage—even if no one uses it?

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Thanks to thecorporatecounsel.net for catching this announcement from NYC Comptroller Scott Stringer and the NYC Retirement Systems, which reported that, since the inception of the Comptroller’s “Boardroom Accountability...more

Bass, Berry & Sims PLC

Revisiting Advance Notice Provisions and Proxy Access

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Advance Notice Bylaw Provisions - A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the...more

Benesch

Corporate Governance Trends and Best Practices Among Mid-Market Public Companies

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Welcome to the first Annual Benesch Corporate Governance Report focused on trends and best practices at mid-market public companies. While we have seen many reports focused on corporate governance practices of Fortune 100...more

WilmerHale

Shareholder Proposals

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What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 13, 2018, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Peter da Silva Vint, Vice President of BlackRock’s Americas Investment Stewardship Group; Michael Garland,...more

Cooley LLP

Blog: Glass Lewis posts 2019 proxy and shareholder initiative guidelines

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Proxy advisor Glass Lewis has posted its 2019 Proxy Guidelines and 2019 Guidelines Regarding Shareholder Initiatives. One of the more striking points is that GL indicates that it may, albeit in limited circumstances,...more

Brownstein Hyatt Farber Schreck

SEC Signals Changing Views on Regulation of Proxy Advisory Firms

In recent years, the friction between public companies and proxy advisory firms—companies that provide proxy vote recommendations to institutional fund managers and other investment advisers—has intensified. Public issuers...more

Orrick, Herrington & Sutcliffe LLP

Public Company Corporate Governance Features in the Energy Sector: 2018

Following up on groundbreaking studies last year examining corporate governance structures in the tech sector, Orrick today released a new report detailing the corporate governance approaches of the leading public companies...more

Cooley LLP

Blog: Corp Fin further refines Rule 14a-8(i)(9) exclusion

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In past few years, after Corp Fin issued Staff Legal Bulletin 14H redefining the meaning of “direct conflict” under the Rule 14a-8(i)(9) exclusion for “conflicting proposals,” the staff has continued to fill in the outline of...more

Cooley LLP

Blog: Corp Fin’s New Twist On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

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This proxy season, after the Corp Fin staff permitted AES Corporation to exclude a shareholder proposal on the basis of Rule 14a-8(i)(9)—the exclusion for a proposal that directly conflicts with a management proposal—the...more

Cooley LLP

Blog: What’s Happening With Proxy Access Fix-It Shareholder Proposals For This Proxy Season?

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When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more

Cooley LLP

Blog: Will Corp Fin Revisit (Again) Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals?

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The Council of Institutional Investors has sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of a recent shareholder proposal. The staff permitted the company, the AES...more

Blake, Cassels & Graydon LLP

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the Shareholder Proposal Season

On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more

BCLP

Securities and Corporate Governance Update – November 2017

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Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

Parker Poe Adams & Bernstein LLP

The NYC Comptroller and Pension Funds Boardroom Accountability Project 2.0

Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension...more

Jones Day

NYC Pension Funds Set Their Sights on Board Diversity

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The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more

Locke Lord LLP

NYC Comptroller Launches “Boardroom Accountability Project 2.0”: Pushing for More Diversity, Independence and Climate Expertise

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On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more

Cooley LLP

Blog: Will Board Diversity Be The New Proxy Access?

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In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

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A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

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