News & Analysis as of

Court Refuses to Invalidate Proxies Obtained Via Deficient Proxy Circular

In Weyburn Inland Terminal Ltd. v The Director of Corporations for Saskatchewan, 2014 SKQB 46, the Court of Queen’s Bench for Saskatchewan ordered dissident shareholders of Weyburn Inland Terminal Ltd. (the “Company”) to...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

Proxy Statement Enterprise Risk Management Disclosure – A Missed Opportunity

Buried at the end of the SEC’s multi-page corporate governance disclosure rule (Regulation S-K, Item 407(h)), is the requirement to: “disclose the extent of the board’s role in…risk oversight, such as how the board...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

Say No More: The Latest Blow to Suits Challenging Proxy Disclosures About Say-On-Pay and Stock Incentive Plans

Over the past eighteen months, public companies have drafted their annual proxy statements knowing that they could become the next target of a new wave of disclosure lawsuits. Those suits have challenged the adequacy of...more

Attacks on Proxy Statement Compensation Disclosure

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

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

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

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

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

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

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...

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

Preparing 2013 Proxy Statements and Periodic Reports

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

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

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

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

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