News & Analysis as of

Shareholder Litigation Executive Compensation Say-on-Pay

Pillsbury Winthrop Shaw Pittman LLP

Is Proxy Disclosure Shareholder Litigation on Executive Compensation Finally Over?

Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those...more

Allen Matkins

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Allen Matkins on

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

Morrison & Foerster LLP

The Proxy Season Field Guide - Fourth Edition

In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more

Dorsey & Whitney LLP

What’s New for the 2014 Proxy Season

Dorsey & Whitney LLP on

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Snell & Wilmer

SEC Update

Snell & Wilmer on

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

Pillsbury Winthrop Shaw Pittman LLP

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

Skadden, Arps, Slate, Meagher & Flom LLP

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

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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