News & Analysis as of

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

Does A Director Have A Contractual Right To Compensation?

Yesterday, I wrote about stockholder challenges to director compensation. Today’s post considers what happens when a director joins a board. When someone is invited to join a board, she may ask about compensation. The...more

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

Full disclosure: A practical guide for the HR professional when preparing the retirement plan portions of a proxy statement

In 2006, the SEC adopted rules which created the Pension Benefits Table and Nonqualified Deferred Compensation Table to supplement the Summary Compensation Table. The tables mandate certain specific disclosures with respect...more

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

Delaware Chancery Court Permits Shareholder to Bring Fiduciary Claim for Board’s Violation of a Stock Incentive Plan

On November 8, the Delaware Chancery Court denied a motion to dismiss a derivative action brought by a shareholder of Healthways, Inc. against the company’s president, Ben Leedle, Jr., and the board of directors for approving...more

Misbehaving Directors, Including Directors’ Duties To Maintain The Confidentiality Of Information

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

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

SEC Commissioner Gives Speech On Proxy Disclosure

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

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

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

Corporate Governance Survey — 2012 Proxy Season Results

Corporate Governance and Practices Trends: A Comparison of Large Public Companies and Silicon Valley Companies Introduction - As counsel to a wide range of public companies in the high technology and life science...more

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