The SEC has elaborated on its Rule 14a-8(i)(3) analysis in its recent responses to registrant request for no-action letters.
Shareholder proposals often reference definitions found in NYSE and NASDAQ listing standards...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
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
Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season.
ISS Policy Updates -
Pay-for-Performance Evaluation -
Revised Peer Group Methodology. ISS...more
Phillips Lytle LLP’s securities practice recently brought its litigation experience to bear on behalf of a client – National Fuel Gas Company (“National Fuel”) – faced with a shareholder proposal, which the proponent sought...more
On October 16, 2012, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14G (SLB 14G). The release is the eighth staff legal bulletin discussing...more