Proxy Season

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

by Ana N. Damonte, Sarah A. Good, Cindy V. Schlaefer | Pillsbury Winthrop Shaw Pittman LLP on 2/22/2013

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

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

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” Rules: A Recap

by Enrico Granata | Morrison & Foerster LLP on 2/15/2013

“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

Skadden's 2013 Insights: Governance

by Marc S. Gerber, Barbara R. Mirza, Regina Olshan | Skadden, Arps, Slate, Meagher & Flom LLP on 1/21/2013

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

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

by Michael R. Bergmann, Emily Cabrera, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 1/17/2013

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

Technical Change by Broadridge May Impact Retail Voting at Upcoming Annual Meetings

by Edwin Astudillo | Sheppard Mullin Richter & Hampton LLP on 1/14/2013

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

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

by Miriam R. Sowinski | Holland & Knight LLP on 1/10/2013

The following issues are among those addressed in ISS' non-compensation-related FAQs... ...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

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

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

by Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 1/2/2013

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

Corporate Communicator - Winter 2013

by Jeff E. Beck, Franc E. Del Fosse III, Joseph M. Miller, Joshua Schneiderman, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 12/29/2012

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

A Proxy Season Update -- Preparing for 2013

by Ryan M. Reardon, Susan B. Zaunbrecher | Dinsmore & Shohl LLP on 12/28/2012

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

Corporate Law Report: Mobile App Privacy, HR & the FCPA, Insider Trading, First Sale Doctrine, More [Video]

by JD Supra Law News on 12/20/2012

Provides in-house counsel and executives a top-level video overview of some of the key corporate news items we are following on JD Supra this week. In this episode we look at: Mobile app privacy policies in light of news...more

Reviewing the 2012 Proxy Season and Preparing for 2013

by Wilson Sonsini Goodrich & Rosati on 12/19/2012

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

The “Say on Pay” Learning Curve

by MoFo Tech on 12/18/2012

Companies have now been through two proxy seasons under the 2010 Dodd-Frank Act’s “Say on Pay” provision, which calls for investor advisory votes on executive compensation. And some have not had an easy time of it....more

"Executive Compensation and Benefits Alert: ISS Releases FAQs Regarding Peer Group Selection — Deadline Fast Approaching for...

by Stuart N. Alperin, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy A. Nelsen, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 12/11/2012

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

Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More [Video]

by JD Supra Law News on 12/11/2012

Your legal intelligence: The 'Corporate Law Report' provides in-house counsel and executives a top-level video overview of some of the key corporate news items we are following on JD Supra this week. In this episode we...more

ISS Revises Policies and Requests Comment

by Carrie Eisnaugle | Holland & Knight LLP on 10/22/2012

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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Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Planning for the 2013 Annual Meeting and Reporting Season

“Short Slate” Rules: A Recap

Skadden's 2013 Insights: Governance

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

Technical Change by Broadridge May Impact Retail Voting at Upcoming Annual Meetings

2013 U.S. Proxy Voting Policies and Procedures FAQ (Excluding Compensation-Related Questions)

Considerations for the 2013 Form 10-K and Annual Proxy Season

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

Corporate Communicator - Winter 2013

A Proxy Season Update -- Preparing for 2013

Corporate Law Report: Mobile App Privacy, HR & the FCPA, Insider Trading, First Sale Doctrine, More [Video]

Reviewing the 2012 Proxy Season and Preparing for 2013

The “Say on Pay” Learning Curve

"Executive Compensation and Benefits Alert: ISS Releases FAQs Regarding Peer Group Selection — Deadline Fast Approaching for...

Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More [Video]

ISS Revises Policies and Requests Comment

Corporate Law Report: Mobile App Privacy, HR & the FCPA, Insider Trading, First Sale Doctrine, More [Video]

Corporate Law Report - Office Party Holiday Risks, Human Trafficking, the Fiscal Cliff, More [Video]

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