In June, Treasury issued a report noting that it believes duties imposed on bank boards are too voluminous, lack appropriate tailoring, and undermine the important distinction between the role of management and that of boards...more
As is usual in the doldrums of summer, ISS has released its 2018 policy survey which generally foreshadows changes to ISS’ voting policies. In prior years, not everything on the survey resulted in a new voting policy. ...more
In Williams v. Ji et al, the Delaware Court of Chancery examined an alleged scheme in which the Directors of Sorrento Therapeutics, Inc. granted themselves options and warrants for the stock of five subsidiaries over which...more
The U.S. Department of the Treasury yesterday issued its first in a series of reports to President Donald J. Trump examining the United States’ financial regulatory system. Appendix B to the report includes 16 pages of...more
In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more
GAMCO Asset Management Inc. made the news when it became the first to submit a Schedule 14N announcing a nominee for National Fuel Gas’ board of directors using a proxy access by-law. The nomination was rejected by National...more
As previously noted, National Fuel Gas had rejected a proxy access nominee submitted by GAMCO Asset Management Inc. because of non-conformance with National Fuel’s proxy access by-law. Many wondered what would happen next. ...more
GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law.
National Fuel Gas has now rejected the nominee because the...more
Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more
A recent case decided by the Delaware Court of Chancery, In Re Ebix, Inc., held settlement with an activist investor, Barrington Capital Group, L.P. was not a defensive measure subject to scrutiny under Unocal. Ebix entered...more
ISS has issued the following policy updates for 2016.
Overboarding -
Current ISS policy considers a director “overboarded” if he or she sits on more than six public company boards – or if he or she is also a CEO,...more
ISS has made available for public comment certain proposed voting policies for 2016. In the United States ISS has proposed policies relating to unilateral board actions, director overboarding and compensation at...more
10/27/2015
/ Benchmarks ,
Board of Directors ,
Bylaws ,
Compensation & Benefits ,
Financial Institutions ,
Financial Markets ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Public Comment ,
Publicly-Traded Companies ,
Say-on-Pay ,
Trading Platforms ,
Voting Powers
In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders...more
In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more
It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a...more
A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more
GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more
The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more
James McRitchie was the shareholder proponent who submitted a proxy access proposal to Whole Foods. The SEC granted Whole Foods’ request to exclude the proposal. Mr. McRitchie has now requested an appeal to the full...more
12/29/2014
/ Appeals ,
Board of Directors ,
Cabot Oil ,
Marathon Oil ,
No-Action Letters ,
Oil & Gas ,
Proxy Season ,
Proxy Statements ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
SEC Commissioner Daniel M. Gallagher and Joseph A. Grundfest, Stanford Law School, Rock Center for Corporate Governance, have just published a paper titled “Did Harvard Violate Federal Securities Law? The Campaign Against...more
The SEC has granted Whole Foods no action relief to exclude a proxy access proposal submitted under Rule 14a-8. The proponent’s proposal sought a non-binding shareholder resolution to request that the Whole Food’s Board of...more
New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more
11/14/2014
/ Board of Directors ,
Bylaws ,
Diversity ,
Executive Compensation ,
Oil & Gas ,
Pensions ,
Private Utility ,
Proxy Access Rule ,
Proxy Season ,
Shareholder Rights ,
Shareholders
The Office of the Comptroller of the Currency, or OCC, has adopted guidelines, issued as an appendix to its safety and soundness standards regulations, establishing minimum standards for the design and implementation of a...more
SEC Chair Mary Jo White recently gave a speech on a number of important matters, including the role of directors as gatekeepers, her views of self-reporting of violations and the SEC’s whistleblower program. In the speech...more
The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more