News & Analysis as of

Governance & Securities Law Focus: Europe Edition, April 2014

In this issue: - EU Developments - German Developments - UK Developments - Us Developments - Excerpt from EU Developments - European Commission Proposes to Introduce Shareholder "Say...more

"Shareholder Activism in the US Banking Industry"

Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy...more

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following...more

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

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

Use Of Additional Soliciting Materials Remains Constant In 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

ISS, Notices Of Exempt Solicitation And HP

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

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

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

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

Skadden's 2013 Insights: Governance

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

ISS Issues Two Sets of FAQs: 102 FAQs on Compensation Policies and 77 FAQs on Non-Compensation-Related Questions

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

Considerations for the 2013 Form 10-K and Annual Proxy Season

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

A Proxy Season Update -- Preparing for 2013

As the landscape surrounding proxy materials and annual report disclosures continues to shift, it is important for public companies to anticipate such changes and ensure they are best positioned to respond. Below is a summary...more

Reviewing the 2012 Proxy Season and Preparing for 2013

The 2012 proxy season will likely be remembered as an evolutionary, rather than revolutionary, year at the corporate ballot box. Many of the trends seen in 2011—the first year of mandatory say-on-pay—continued in 2012, with...more

ISS Releases 2013 Policy Updates

Institutional Shareholder Services ("ISS") recently released its 2013 policy updates for the United States, Canada, Europe, Asia and other international markets. With respect to U.S. Corporate Governance Policies, significant...more

What’s New in Executive Compensation for the Upcoming Proxy Season: Compensation Committee and Adviser Independence, ISS...

Public companies preparing for the upcoming 2013 proxy season will need to keep in mind a number of new developments related to executive compensation, including: - New Securities and Exchange Commission rules that...more

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