The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
1/12/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Form 10-K ,
Form 8-K ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements
ISS has announced the planned January 10 launch of a new data verification (DV) portal for U.S. corporations ahead of the 2022 annual meeting season. According to ISS, the launch represents a major expansion of ISS’ current...more
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
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public...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
In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. with failure to disclose perquisites provided to its CEO and board member, Mark E. Watson III. In an interesting twist, the SEC charged...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
6/5/2020
/ Compensation & Benefits ,
Disclosure Requirements ,
Enforcement Actions ,
Failure to Comply ,
Failure To Disclose ,
Proxy Statements ,
Publicly-Traded Companies ,
Reimbursements ,
Retirement Plan ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more
11/8/2019
/ Corporate Governance ,
Proposed Rules ,
Proxy Advisors ,
Proxy Materials ,
Proxy Solicitations ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
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
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and...more
6/26/2019
/ Acquisition Agreements ,
Attorney's Fees ,
Corporate Sales Transactions ,
Disclosure Requirements ,
Form 8-K ,
GAAP ,
Materiality ,
Motion To Intervene ,
Proxy Statements ,
Publicly-Traded Companies ,
Purchase Agreement ,
Settlement Agreements ,
Shareholders
In a wide ranging derivative action, a Facebook shareholder has filed a 193 page complaint in the Delaware Court of Chancery alleging three Facebook directors sold a total of $1.5 billion of stock while in possession of...more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more
The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. ...more
1/10/2019
/ Compensation & Benefits ,
Corporate Taxes ,
Costco ,
Disclosure Requirements ,
Employee Benefits ,
Executive Compensation ,
Proxy Statements ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Reform ,
TD Ameritrade
In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs....more
10/25/2018
/ Breach of Duty ,
Compensation & Benefits ,
Corporate Executives ,
Derivatives ,
Failure To Disclose ,
Fiduciary Duty ,
Goldman Sachs ,
Proxy Statements ,
Settlement Offer ,
Shareholder Votes ,
Stock-Based Compensation ,
Tax Deductions
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below:
Review 162(m) Disclosures in Proxy Statements...
...more
8/23/2018
/ Corporate Governance ,
Corporate Issuers ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Popular ,
Proxy Season ,
Proxy Statements ,
Proxy Voting Guidelines ,
Regulatory Oversight ,
Regulatory Requirements ,
Section 162(m) ,
Shareholder Proposals ,
XBRL Filing Requirements
In 2010, the SEC issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability, and integrity that shareholders and companies...more
The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more
ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more
Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more
1/8/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Employee Benefits ,
Executive Compensation ,
Fringe Benefits ,
Income Taxes ,
New Legislation ,
Proxy Season ,
Proxy Statements ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....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
As we noted here, a shareholder of Intel sought a preliminary and permanent injunction and any other appropriate relief with respect to a stockholder vote to approve the amendment and restatement of Intel’s 2006 equity...more
The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more