Publicly-Traded Companies Board of Directors

News & Analysis as of

ISS and Glass Lewis Update Policies for 2016 Proxy Season

Institutional Shareholder Services (ISS) and Glass Lewis have released updates to their proxy voting policies that will apply to shareholder meetings held on or after February 1, 2016. The ISS policy updates can be found here...more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

ISS Issues 2016 Policy Updates

ISS has issued the following policy updates for 2016. Overboarding - Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more

SOS: Do Not Let ISS Go Overboard

Institutional Shareholder Services, Inc. (ISS) employs a lot of very smart people with great intentions, but sometimes, they just need help. ...more

ISS Releases 2016 Draft Voting Policy Changes for Comment

On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes for 2016. The three proposals are as follows...more

Corporate and Financial Weekly Digest - Volume X, Issue 42

SEC/CORPORATE - ISS Releases 2016 Draft Voting Policy Changes for Comment - On October 26, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released for comment draft voting policy changes...more

ISS Proposes To Go Overboard In Proposed Policy Change

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services.  As part of ISS’ annual policy update procedure, ISS recently released a proposed policy change with respect to...more

ISS Launches 2016 Benchmark Policy Consultation

ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more

Whistleblower Risk for Private Companies: Misperceptions About Whistleblower Protections Could Cost Private Companies

Sarbanes Oxley made it clear: publicly traded companies must protect whistleblowers from retaliation, or face large fines and legal actions. Yet a widely misunderstood ruling last year by the Supreme Court opened up...more

New York Stock Exchange releases cybersecurity guide for public companies

We continue to urge CEOs and boards of public companies (and private and not-for profits) to harken the call of getting a handle on cybersecurity risk to companies today. Not too soon, the New York Stock Exchange published a...more

How to Be Heard: 5 Ways Compliance Officers Can Get Noticed by the Board, Other Executives, and Their Own Team

Even in today’s high-paced environment, compliance departments are too often viewed as a necessity somewhere along the lines of an insurance policy. You have to have one, sure, but the details don’t really matter all that...more

Shareholder Suit Challenging Groundbreaking Minimum-Support-To-Sue Bylaw Dismissed

In what is believed to be the first case nationwide seeking to strike down a groundbreaking corporate bylaw aimed at combatting frivolous shareholder class actions, Emergent Capital, Inc., has secured the dismissal with...more

Director dashboard – Trends in executive remuneration

As this year’s public company reporting season comes to a close, the following trends in executive remuneration across various industries stand out: Unsurprisingly, organisations have also continued to review and monitor...more

Blog: Boards Still Pale, Stale And Male After All These Years. Could This Be Why?

PWC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about...more

New Study Released on the 8-K Trading Gap

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Good News for Compensation Committees

With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more

Court Poised To Decide Whether Directors Are Agents

Not quite four years ago, I wrote about whether directors are agents. The post was prompted by then Chancellor William B. Chandler III’s assertion...more

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

DOJ Hires Corporate Compliance Program Expert

In a somewhat surprising development, press outlets reported last week that the U.S. Department of Justice (“DOJ”) has hired a corporate compliance program expert who will work alongside federal prosecutors evaluating whether...more

Don’t Be Caught Dead Handed: Avoiding Legal Challenges to Dead Hand Proxy Puts in Loan Agreements

A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at...more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

Orrick Technology IPO Insights - Q2 2015

After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about...more

Your Questions: Let’s Talk Risk - A Q&A Session about How to Achieve a Risk-based Approach to Compliance Management

Risk is at the heart of every compliance program. But that’s sometimes easier said than done. In January 2015, Kwamina Williford, Partner at Holland & Knight; Chris Caron, Compliance Director at Kiewit; and Joe LeBas of...more

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

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