Amongst the issues discussed in a Delaware Chancery Court opinion in a case captioned In re Plug Power Inc. Stockholder Derivative Litigation, was whether SEC comment letters formed a basis for a Caremark Claim....more
Govern Walz has signed legislation that includes the following changes to the Minnesota Business Corporation Act:
Provides that bylaws may address emergency powers of a corporation where it is impracticable for the...more
The SEC adopted amendments to its rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that will require registrants to provide certain climate related information in their registration statements and...more
3/7/2024
/ Board of Directors ,
Climate Change ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Risk Assessment ,
Risk Mitigation ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
11/9/2021
/ Board of Directors ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. -
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes...more
9/24/2021
/ Annual Meeting ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Listed Company Manual ,
MD&A Statements ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and...more
The SEC has approved the Nasdaq board diversity rules. -
Diverse Board Representation -
In general, each Nasdaq listed company must have, or explain why it does not have, at least two members of its board of...more
In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that...more
Our preliminary list of important planning considerations for the 2021 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
10/1/2020
/ Annual Meeting ,
Board of Directors ,
Business Development Companies ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
ICFR ,
MD&A Statements ,
Proxy Season ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Say-on-Pay ,
XBRL Filing Requirements
In this publication ISS Special Counsel Pat McGurn discusses his views on lessons learned during economic crises over the past three decades and what that means for governance during and after the COVID-19 pandemic....more
ISS has announced its 2020 policy updates. The summary below is largely extracted from ISS’ executive summary or the commentary in the updated policies....more
11/12/2019
/ Benchmarks ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Employee Incentive Plans ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Policy Updates ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Repurchases ,
Shareholder Proposals
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below.
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes to...more
9/17/2019
/ Accelerated Filers ,
Board of Directors ,
Corporate Governance ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
GAAP ,
Hedging ,
Institutional Shareholder Services (ISS) ,
MD&A Statements ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulation S-K ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Tax Cuts and Jobs Act ,
XBRL Filing Requirements
We have identified only a few possible changes to date for D&O questionnaires for the 2020 proxy season.
New rules adopted to implement the FAST Act clarify that registrants may, but are not required to, rely only on...more
9/16/2019
/ Board of Directors ,
Compensation & Benefits ,
Corporate Governance ,
Corporate Officers ,
EDGAR ,
Executive Compensation ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Independent Directors ,
Nasdaq ,
Proxy Season ,
Publicly-Traded Companies ,
Section 16
Institutional Shareholder Services Inc. has launched its Annual Policy Survey. The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more
7/24/2019
/ Benchmarks ,
Board of Directors ,
CEOs ,
Climate Change ,
Compensation & Benefits ,
Corporate Governance ,
Diversity ,
Executive Compensation ,
Gender Discrimination ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Surveys
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell...more
6/19/2019
/ Bad Faith ,
Blue Bell Creameries ,
Board of Directors ,
Caremark claim ,
Cause of Action Accrual ,
Compliance Management Systems ,
DE Supreme Court ,
Dismissals ,
Failure To State A Claim ,
Food Recalls ,
Food Safety ,
Listeria ,
Public Health ,
Publicly-Traded Companies
Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director...more
In two new Compliance and Disclosure Interpretations (Questions 116.11 and 133.13), the SEC staff provided guidance on disclosure of self-identified specific diversity characteristics of board members and board nominees. ...more
ISS has released updates to its 2019 benchmark proxy voting policies. There is no impact for the upcoming 2019 proxy season for U.S. companies. Board Gender Diversity...more
ISS has launched its annual global policy survey which often foreshadows changes to its voting guidelines. As in 2017, this year’s survey is being conducted in two parts, starting with a high-level ISS Governance Principles...more
Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more
In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of...more
The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more
This year ISS conducted two surveys. One was a high-level survey covering a small number of fundamental and high-profile topics. We reported the results here. ISS has now announced the results of a second, more expansive...more
New York City Comptroller Scott M. Stringer and the New York City Pension Funds launched the “Boardroom Accountability Project 2.0.” The campaign seeks to make corporate boards more diverse, independent, and...more