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
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
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
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
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
In this presentation:
- Update January 15, 2013 Presentation.
More investigation notices, more lawsuits filed, more decisions reached.
Trends are becoming more apparent in hindsight.
In This Issue:
- Recent Cases
..CFTC Jurisdiction Under the Commodity Exchange Act
..Dodd-Frank Amendment to the TILA
..Pre-Dispute Arbitration Agreements
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
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
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
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
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 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
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
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
In This Issue:
- RECENT CASES
. Dodd-Frank Challenges Under the Administrative Procedure Act and Commodity Exchange Act
. Whistleblower Protection Under the Dodd-Frank Act
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
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
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
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
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
On December 20, 2012, ISS released two lengthy sets of FAQs on 2013 compensation and non-compensation related policies. The following are issues addressed in the FAQs....more
The SEC recently informed service providers in the proxy distribution industry of a new interpretive position regarding the use of voting buttons. According to the new SEC staff position, service providers must present...more
As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more
The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more
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