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2021 Transactional Year in Review and 2022 Forecast: Emerging Developments in Corporate Governance, Impact of COVID-19, and...

The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more

Getting Ahead of the 2022 Proxy Season: Sustainability

ESG/DEI will be the leading theme in the upcoming proxy season by a wide margin because of a confluence of events affecting society generally: acceptance in popular and financial media of climate change as an overriding...more

Getting Ahead of this Proxy Season: Board Committee Names & Functions

ESG/DEI Frenzy in 2022 - Investor losses resulting from stock market crashes have driven most major turns in corporate governance. In this century, director independence and audit/accounting assurance came into focus after...more

SEC Adopts Amendments to Modernize Shareholder Proposal Rules

The Situation: In November 2019, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the rule that permits a qualifying shareholder to include...more

ISS's 2020 "EVA" Assessment: How Will Your CEO Perform?

The Background: Beginning with this proxy season, ISS will use metrics based on "EVA"—economic value added—as part of its pay-for-performance analyses. ISS claims that this use of EVA-based metrics will present a better...more

Some 2020 Foresight from the SEC? New Staff Guidance on Shareholder Proposals

The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations. The Issue: The SEC's previously...more

Our Perspective: SEC Should Truly Take "No Action" on Rule 14a-8 Shareholder Proposal Requests

The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more

Board Diversity: Are Your Directors Ready for 2019?

The Background: The spotlight on board diversity—particularly gender diversity—will continue to be a central theme in the 2019 proxy season. The Issue: Public company directors should anticipate that their board's...more

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