This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was...more
3/9/2021
/ Annual Reports ,
CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On November 12, 2020, Institutional Shareholder Services ("ISS") announced its policy updates for the 2021 proxy season, effective for meetings on or after February 1, 2021. Key updates include the following...more
11/30/2020
/ Benchmarks ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Exclusive Forum ,
Fee-Shifting ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Proposals
On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more
11/22/2019
/ Anti-Fraud Provisions ,
Conflicts of Interest ,
Disclosure Requirements ,
Exemptions ,
Filing Requirements ,
Glass Lewis ,
Information Statements ,
Institutional Shareholder Services (ISS) ,
Proposed Amendments ,
Proxy Advisory Firms ,
Proxy Materials ,
Proxy Voting Guidelines ,
Public Comment ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Solicitation ,
Transitional Arrangements
On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more
11/19/2019
/ Board of Directors ,
Bylaws ,
Capital Structures ,
Corporate Governance ,
Diversity ,
Equity Compensation ,
Guidance Update ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Nominee Directors ,
Pay Gap ,
Proposed Amendments ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholder Rights ,
Stock Repurchases
This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more
1/16/2019
/ Annual Reports ,
Auditors ,
Board of Directors ,
Clawbacks ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Disclosure Requirements ,
Foreign Private Issuers ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
NIST ,
NYSE ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements