Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More
Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets.
In this climate, no...more
Fueled by the controversy during the 2013 proxy season over access to interim vote tallies, “enhanced confidential voting” proposals have been submitted to over a dozen high profile companies for the 2014 proxy season,...more
The U.S. Securities and Exchange Commission (SEC) staff recently issued several Compliance and Disclosure Interpretations (C&DIs) providing guidance as to when it is permissible under Rule 14a-4(a)(3) (and its companion rule,...more
In This Issue:
Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more
Latham & Watkins partners Jim Barrall, global Co-chair of the firm's Benefits and Compensation Practice, and Steven Stokdyk, global Co-chair of the firm's Public Company Representation Practice, discuss how companies can...more
In yesterday’s post, I discussed why the Council of Institutional Investor’s blanket policy eschewing the counting of abstentions may be neither good nor legal. CII, however, isn’t the only proponent of not counting...more
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more
Unlike in past years, 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
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
The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more
2014 ANNUAL MEETING SEASON -
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
With the proxy and annual reporting season just around the corner, public companies need to be alert to this year’s regulatory developments. Below is a summary of current and anticipated changes that may impact reporting...more
Annual Meeting Timeline:
- Stockholder Proposals:
..Generally 120 days before the date on which the previous year’s proxy materials were mailed
- Determine Proposal...more
Following are some topics that public companies may want to consider in preparation for the 2014 proxy season.
Shareholder Proposals -
The 2013 proxy season reflected a continued increase in the number of...more
On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more
Institutional Shareholder Services Inc. (ISS) has released updates to its benchmark proxy voting guidelines for the 2014 proxy season. The updates, which are effective for meetings held on or after...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
“Short slate” proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular...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
As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more
Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in...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
Back to Top