Proxy Statements

News & Analysis as of

Proxies Unbundled: Recent SEC Guidance after Greenlight Capital v. Apple Case

Last year, Judge Sullivan in the U.S. District Court for the Southern District of New York issued a preliminary injunction in Greenlight Capital, L.P. v. Apple, Inc. enjoining the “bundling” of multiple proposals by Apple in...more

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

Company Press Releases During Proxy Fights May Not Be Proxy Solicitations

Overview - In Smoothwater Capital Partners LP I v. Equity Financial Holdings Inc., 2014 ONSC 324, the Ontario Superior Court of Justice held that a press release issued by Equity Financial Holdings Inc. (the “Company”)...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

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

What’s The Matter With The SEC’s Unbundling Interpretation?

Rule 14a-4 requires, among other things, that a form of proxy “identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters, and...more

Proxy Statement Unbundling–New Guidance for an Old Rule

With the recent emphasis on proxy statement compensation disclosure, director independence and corporate governance, little attention has been paid to another issue that can delay your proxy statement mailing schedule and...more

I May Be Pettifogging, But I Have to Ask: Is It Time To Dump The Proxy And Give Shareholders A Ballot?

The proxy is the most misunderstood and mischaracterized of all instruments. For the record, a “proxy” is “a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s...more

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

RR Donnelley Survey: Inside Scoop on Investors’ Review of Proxy Statements

Registrants and investors are increasingly placing greater focus on proxy statement presentation. As a result, over the last few years, proxy statements have evolved into more effective disclosure and marketing tools as...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

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

Beware Proxy Statement Non-GAAP Financial Measures

It’s no secret that proxy statements are rapidly evolving into full-blown marketing documents. The introduction of the CD&A began the trend back in 2006 (although it took a while for companies to move beyond black and white...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

Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office [Video]

Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the recent trend in which stockholders are filing class action suits after public deals are announced. ...more

Court Upholds AGM Chair’s Rejection Of Proxies Due To Material Misrepresentations In The Dissidents’ Circular

Overview - In Hastman v. St. Elias Mines Ltd., 2013 BCSC 1069, dissident shareholders, with proxies representing over 90% of the vote, attended the Annual General Meeting (the “AGM”) of St. Elias Mines Ltd. (the...more

The Guide to Social Media and the Securities Laws

REGULATION FD - Beginning in 1999 and continuing into 2000, media reports about selective disclosure of material nonpublic information by issuers raised concerns that select market professionals who were privy to this...more

Preliminary 2014 Proxy Season Checklist

At this time, there are relatively few new items that need to be considered for the upcoming proxy and 10-K season. Those involved with the SEC reporting process may want to review our publication “A Lawyer’s Guide to...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

SEC Proposes Pay Ratio Rules

On September 18, 2013, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission issued proposed rules that will amend Item 402 of Regulation S-K to...more

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and...

In SEC v. Das, No. 12-2780, 2013 U.S. App. LEXIS 15327 (8th Cir. July 29, 2013), the United States Court of Appeals for the Eighth Circuit affirmed the district court’s delivery of jury instructions applying a negligence...more

Shareholder Proposals: "Proxy Proposals by Proxy" Excluded in Federal Court

A judge in the Federal District Court from the Southern District of Texas recently granted summary judgment to a company in a suit seeking declaratory judgment to permit the company to exclude John Chevedden's shareholder...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

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