Proxy Statements

Attacks on Proxy Statement Compensation Disclosure

by Lawrence D. Levin | Katten Muchin Rosenman LLP on 4/11/2013

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

Corporate and Financial Weekly Digest - April 5, 2013

by Katten Muchin Rosenman LLP on 4/8/2013

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

Attacks on Proxy Statement Compensation Disclosure: An Update on the Gathering Storm

by Lawrence D. Levin, William M. Regan, Jennifer Ryan, Richard Zelichov | Katten Muchin Rosenman LLP on 3/27/2013

In this presentation: - Update January 15, 2013 Presentation. More investigation notices, more lawsuits filed, more decisions reached. Trends are becoming more apparent in hindsight. - Say-on-pay. -...more

ISS, Notices Of Exempt Solicitation And HP

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 3/14/2013

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

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

by Paul S. Lawler | Holland & Knight LLP on 3/5/2013

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

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

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 Gives Speech On Proxy Disclosure

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 3/1/2013

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

Symantec Beats Litigation Challenging Proxy Disclosures For Annual Meeting

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 2/27/2013

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

Small Business Securities Bulletin - Smaller Reporting Companies Become Subject to Say-on-Pay in 2013; New Iran/Terrorism...

by Penny Somer Greif | Ober|Kaler on 2/25/2013

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 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

Independence of Compensation Consultants – Looking Forward and Backward

by Robert Morris | Reed Smith on 2/21/2013

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

ISS Announces ISS Governance QuickScore to Replace GRId

by James Anderson, Mark Wood | Katten Muchin Rosenman LLP on 2/12/2013

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

Preparing 2013 Proxy Statements and Periodic Reports

by Nicole M. Maron | Holland & Knight LLP on 2/12/2013

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

Freedman v. Adams, et al., C.A. No. 4199 (Del. Jan. 14, 2013)

by Potter Anderson & Corroon LLP on 2/12/2013

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

Public Company Advisor - January 2013: Considerations in Drafting Your 2013 Proxy Statement

by King & Spalding on 2/5/2013

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

Disclosure tips for 2013

by Bonnie J Roe | Cohen & Gresser LLP on 1/18/2013

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

A Creative Approach to Resisting Shareholder Proposals Pays Dividends

by Kenneth A. Manning, John G. Schmidt Jr. | Phillips Lytle LLP on 12/24/2012

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 Survey — 2012 Proxy Season Results

by David A. Bell | Fenwick & West LLP on 12/5/2012

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

Securities Litigation Alert: 'Tis the Season: Proxy Statements and Litigation Challenges to Compensation Disclosures

by Marie C. Bafus, Dean Kristy, Kevin P. Muck | Fenwick & West LLP on 12/4/2012

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

SEC Adopts Rules Governing Listing Standards and Proxy Disclosure for Compensation Committees and Compensation Advisers

by Miriam R. Sowinski | Holland & Knight LLP on 7/2/2012

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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