Say-on-Pay

Skadden, Arps, Slate, Meagher & Flom LLP

"Executive Compensation and Benefits Alert: Skadden’s 2013 Proxy Watch: Emerging Say-on-Pay Trends and Litigation Developments"

by Michael R. Bergmann, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 4/26/2013

Early Lessons From the 2013 Proxy Season - As Skadden monitors the initial weeks of the 2013 proxy season, we are seeing the following preliminary trends: Vote Results - Of the first 279 companies of the...more

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

Court Dismisses Another Say-On-Pay Disclosure Case

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/9/2013

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

Use Of Additional Soliciting Materials Remains Constant In 2013

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 4/8/2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote. Often the filings are made in connection...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

by Eric S. Almon | Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...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

Dodd-Frank News - March 2013: Dodd-Frank Wall Street Reform And Consumer Protection Act Monthly Update

by Rachel Cash, David Elliott, Kristin Peters, Jordan Teague | Burr & Forman on 3/27/2013

In This Issue: - Recent Cases ..CFTC Jurisdiction Under the Commodity Exchange Act ..Dodd-Frank Amendment to the TILA ..Preemption ..Say-On-Pay Voting ..Pre-Dispute Arbitration Agreements ...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

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

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

Preparation for 2012 Fiscal Year-End SEC Filings and 2013 Annual Shareholder Meetings

by Megan Gates, Pamela Greene | Mintz Levin - Corporate & Securities on 2/25/2013

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...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

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...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

Dodd-Frank News: January 2013: Dodd-Frank Wall Street Reform And Consumer Protection Act Monthly Update

by Rachel Cash, David Elliott, Kristin Peters, Jordan Teague | Burr & Forman on 1/25/2013

In This Issue: - RECENT CASES . Dodd-Frank Challenges Under the Administrative Procedure Act and Commodity Exchange Act . Preemption . Whistleblower Protection Under the Dodd-Frank Act . Arbitration...more

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

by Christina Costley, Michael Diver, Bruce Vanyo | Katten Muchin Rosenman LLP on 1/24/2013

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

Skadden's 2013 Insights: Governance

by Marc S. Gerber, Barbara R. Mirza, Regina Olshan | Skadden, Arps, Slate, Meagher & Flom LLP on 1/21/2013

Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance. In this section, we take a broad look at the corporate governance landscape to...more

Skadden's 2013 Insights

by Skadden, Arps, Slate, Meagher & Flom LLP on 1/18/2013

We are pleased to provide a collection of commentaries on the critical legal issues facing our clients in 2013. There is hope that global economic and market conditions will continue to improve despite ongoing...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

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

by Michael R. Bergmann, Emily Cabrera, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 1/17/2013

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

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