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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

Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more

Delaware Court Ruling Raises Privilege Concerns for Communications With Outside Directors

The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account...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

BlackRock Focuses on Climate Change: What Companies Should Do Now

The Situation: BlackRock, the world's largest asset management firm, announced initiatives to make climate change and other sustainability issues a cornerstone of its investment strategy, including plans to increase offerings...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

Chancery Court Requires Entire Fairness Review of Tesla CEO Compensation

The Background: A shareholder challenged an extraordinary and extremely lucrative incentive-based compensation package awarded by Tesla to its chair, CEO, and controlling shareholder, claiming a breach of fiduciary duties....more

SEC Takes First Step Toward Improving Accountability of Proxy Advisers

The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process...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

Universal Proxy Card Delivers Win to Challengers in EQT Proxy Fight

The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more

Share Buybacks Under Fire

The Background: Corporate share buybacks skyrocketed in today's low interest rate environment and the trend is likely to continue. The Issue: Although stock buybacks are an efficient method to return cash to shareholders,...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

What Should Boards Really Be Doing About ESG?

The Background: In recent years, issues relating to environmental, social, and governance ("ESG") topics have become higher corporate priorities, tracking with the developing expectations of investors and the public. The...more

Board Practices in the Digital Age: Beyond Corporate Housekeeping

The Background: Technology has transformed the way that directors receive and review information and communicate with each other and with management. The Issue: Although many modern board practices are more secure and...more

"Corporation" is Not a Four-Letter Word

The Situation: BlackRock, the world's largest money management firm, has issued a new call to corporate America: Take a leadership role in responding to broader social issues, including sustainability, diversity and economic...more

2017 Annual M&A Review

A MESSAGE FROM LYLE GANSKE, WORLDWIDE M&A PRACTICE LEADER - Early expectations for an outstanding year for M&A activity in 2017 (based on the very promising conditions in place at the end of 2016) were fulfilled in part,...more

NYC Pension Funds Set Their Sights on Board Diversity

The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more

Red Light for New Activist Strategy

Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more

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