On December 22, 2014, Institutional Shareholder Services Inc. (“ISS”) released a set of Frequently Asked Questions (“FAQs”) that explain ISS’s new approach to evaluating management equity compensation plan proposals1. ISS...more
On November 6, 2014, Glass Lewis & Co. released its 2015 Proxy Paper Guidelines for the United States showing the key draft policy changes for the 2015 proxy season. There are updates in the following areas:
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On November 6, 2014, Institutional Shareholder Services Inc. (“ISS”) released the 2015 updates to its benchmark proxy voting policies, having received comments to the draft policies it released on October 15, 2014. The final...more
On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new...more
On 15 October 2014 the European Banking Authority (“EBA”) issued a report on the use of role-based fixed allowances by various financial institutions within the European Union (“EU”) affected by the EU bonus ratio cap....more
Vice Chancellor J. Travis Laster’s August 16 post-trial opinion in In re Trados Inc. Shareholder Litigation1 (hereinafter, “In re Trados”) has attracted a significant amount of attention. Much as both the Chancery and the...more
12/13/2013
/ Board of Directors ,
Common Stock ,
Conflicts of Interest ,
Corporate Governance ,
Covenant of Good Faith and Fair Dealing ,
Damages ,
Derivative Suit ,
Equitable Relief ,
Fiduciary Duty ,
Mergers ,
Preferred Shares ,
Shareholders
On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed a proposal to amend its listing standards regarding compensation committee independence (the “Proposal”). The modifications would provide Nasdaq-listed companies...more
On November 21, 2013, Institutional Shareholder Services Inc. (“ISS”) released its final US policy updates for the 2014 proxy season (the “2014 Policies”), having received comments to its draft policies released on October...more
On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more
In a positive development for employees, California recently reduced its excise tax rate for failures to comply with the California analog to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)....more
On September 18, 2013, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more
A recent decision of the Court of Appeals for the First Circuit makes it more likely that private equity funds could be liable for the pension obligations of the portfolio companies in which they invest. Key to the decision...more
The US Supreme Court’s recent ruling in United States v. Windsor (“Windsor”) struck down key portions of the federal Defense of Marriage Act (“DOMA”) as unconstitutional. This decision will allow many same-sex spouses to...more
7/11/2013
/ Civil Unions ,
DOMA ,
Domestic Partnership ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Estate Tax ,
Healthcare ,
IRS ,
Marriage ,
Retirement Plan ,
Same-Sex Marriage ,
US v Windsor
Firms that manage ERISA plan assets are subject to the US Department of Labor regulations on fee disclosures. In addition to the initial fee disclosure, these regulations require disclosure of changes to fee information...more
On 27 February 2013 the European Union (“EU”) reached a provisional deal on imposing a cap on the variable remuneration that can be paid by financial institutions in the EU. If, as expected, this provisional deal is formally...more