Improving the proxy process remains front and center at the SEC and continues to garner media headlines. A recent high-profile example was this past proxy season’s focus on proxy access shareholder proposals, including the...more
Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more
The SEC’s Division of Economic and Risk Analysis issued analysis on the “potential effect on pay ratio disclosure of exclusion of different percentages of employees at a range of thresholds.” Without even trying to follow the...more
On April 14, 2015, the Third Circuit Court of Appeals vacated an injunction against Wal-Mart that would have required it to include a shareholder proposal in its 2015 annual proxy statement. Wal-Mart will now be able to omit...more
During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
With a single statement the SEC upended the private ordering of how shareholder proposals are often dealt with in the height of proxy season. Historically, it has been well settled that companies may exclude shareholder...more
During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
Discussion and Analysis -
Securities and investment advisory services offered through . . .
That phrase is ubiquitous among small and “independent” financial services firms, regularly appearing in 6-point or...more
During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more
On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more
No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc than I find that the Third Circuit has just issued an Order...more
Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary...more
Years of regulatory snarls and courtroom battles have left a complex, intertwined state and federal regulatory patchwork for proxy statements that has resulted in split approaches for stockholder proposals on one hand and...more
In late November of 2014, a federal district court in Delaware ruled that Wal-Mart must include in its 2015 proxy materials a shareholder proposal seeking heightened board oversight concerning the societal, community, and...more
FINRA Requests Comment on Current Membership Application Rules.
As part of its ongoing retrospective rule review process, FINRA has published, in Regulatory Notice 15-10, a request for comment on the effectiveness and...more
A recent Sixth Circuit decision indicates that company boards should proceed cautiously in providing notice of shareholder meetings, particularly where a dissident shareholder is expected to offer a resolution.
OSC Investor Advisory Panel annual report.
The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more
As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more
Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more
Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more
This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder...more
If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express...more
It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points:
Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more
Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up to create your digest using LinkedIn*
Back to Top