Litigation challenging equity compensation exploded in 2012 and shows no signs of slowing, with a storm of lawsuits targeting Rule 10b5-1 trading plans threatening to strike for 2013 as well...more
In this issue:
- SEC Advisory Committee on Small and Emerging Companies Makes Recommendations
- SEC Provides Guidance Regarding Social Media and Regulation Fair Disclosure (Regulation FD)
- SEC Amends...more
In this presentation:
- Update January 15, 2013 Presentation.
More investigation notices, more lawsuits filed, more decisions reached.
Trends are becoming more apparent in hindsight.
Pursuant to these definitive additional materials, ISS recently changed course and recommended a vote for HP’s say-on-pay this year. HP apparently obtained ISS’ change in recommendation by the addition of a total shareholder...more
On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more
As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more
SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more
A California court recently granted Symantec’s demurrer in a lawsuit that challenged its proxy statement disclosures in connection with an annual meeting. For those of us who haven’t been to law school recently, a demurrer...more
A periodic bulletin keeping small businesses informed about current developments in securities law and related matters.
For the first time, smaller reporting companies are subject, in 2013, to the stockholder advisory...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
On January 11 2013, the Securities and Exchange Commission approved rule changes proposed by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“Nasdaq”), adding new requirements for consultants retained by...more
Institutional Shareholder Services (ISS) recently announced that, effective in late February or early March, it is replacing its Governance Risk Indicators (GRId) database with the new ISS Governance QuickScore (QuickScore),...more
As you gear up to prepare your 2013 proxy statement and periodic reports, it is essential to keep in mind some recent changes and developments that may affect your company's disclosure in these documents. For 2013, three new...more
In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Freedman v. Adams, et al., C.A. No. 4199-VCN (Del. Ch. Mar. 30, 2012), denying the plaintiff’s motion for an award of attorney’s...more
The 2013 proxy season is shaping up to be another challenging year, with the new Securities and Exchange Commission (“SEC”) disclosure requirements for compensation consultant conflicts of interest, the continued focus on...more
The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come.
1. Consider the...more
Phillips Lytle LLP’s securities practice recently brought its litigation experience to bear on behalf of a client – National Fuel Gas Company (“National Fuel”) – faced with a shareholder proposal, which the proponent sought...more
Corporate Governance and Practices Trends:
A Comparison of Large Public Companies and Silicon Valley Companies
As counsel to a wide range of public companies in the high technology and life science...more
Over the past several months, plaintiffs' lawyers have stepped up attacks on executive compensation disclosures in proxy statements. Although to date most of these attacks have been unsuccessful, the number of case filings is...more
On June 20, 2012, the Securities and Exchange Commission (SEC) approved new rule 10C-1 under Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and amendments to proxy disclosure rules under...more
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