Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Squeeze Out
New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more
1.As the year moves to a close, expect lots of chatter about the upcoming 2015 proxy season. Including from us beginning right now.
2.Almost certainly because good corporate governance practices just change so darn...more
As companies begin to prepare for the 2015 proxy season, it will be important to anticipate the types of shareholder proposals they should expect so that they can develop a more meaningful response. This can be accomplished...more
As reported by Bloomberg, director of Corp Fin Keith Higgins, speaking at the ABA meeting of the Business Law section in Chicago, provided Corp Fin’s tally of no-action requests and responses in connection with shareholder...more
Lead Director Network (LDN) and Compensation Committee Leadership Network (CCLN) members met jointly on July 17, 2014 to discuss proxy advisory firm policy and trends from the 2014 proxy season. They were joined for part of...more
Shareholder voting standards was a hot topic this proxy season and will likely continue to be of significant interest next proxy season and in subsequent years. This proxy season, shareholders submitted various proposals...more
Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets.
In this climate, no...more
Fueled by the controversy during the 2013 proxy season over access to interim vote tallies, “enhanced confidential voting” proposals have been submitted to over a dozen high profile companies for the 2014 proxy season,...more
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
In yesterday’s post, I discussed why the Council of Institutional Investor’s blanket policy eschewing the counting of abstentions may be neither good nor legal. CII, however, isn’t the only proponent of not counting...more
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
Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more
2014 ANNUAL MEETING SEASON -
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
Annual Meeting Timeline:
- Stockholder Proposals:
..Generally 120 days before the date on which the previous year’s proxy materials were mailed
- Determine Proposal...more
“Short slate” proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular...more
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
Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in...more
The following issues are among those addressed in ISS' non-compensation-related FAQs...
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
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
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