Reuters is reporting that SEC Commissioner Michael Piwowar urged IPO companies to request relief from the SEC to include mandatory arbitration provisions for shareholder disputes. Commissioner Piwowar apparently made the...more
In 2015, Section 115 was added to the Delaware General Corporation Law, or DGCL providing that Delaware corporations may adopt bylaws requiring that internal corporate claims be filed exclusively in Delaware. Section 109(b)...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
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
ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.”
For US companies, the following is a...more
11/2/2016
/ Benchmarks ,
Bylaws ,
Corporate Governance ,
Directors ,
Diversity ,
Fee-Shifting ,
Forum ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Shareholders ,
Succession Planning ,
Venue
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
ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more
The SEC has announced it will consider proposed rules that permit the use of universal proxy cards in contested elections on October 26, 2016.
The concept of a universal proxy has been on the periphery of the SEC’s...more
For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below:
Directors’ and Officer’s Questionnaire -
Nasdaq has adopted a rule requiring...more
9/1/2016
/ Conflict Mineral Rules ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Form 8-K ,
Golden Leash Arrangements ,
JOBS Act ,
Non-GAAP Financial Measures ,
NYSE ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
XBRL Filing Requirements
The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G.
The CDI poses...more
A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme:
Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more
The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more
Shareholder proponent James McRitchie, who was successful in persuading the SEC to reconsider its no-action position with Whole Foods on proxy access, has hinted at his intentions for the upcoming proxy season, or at least...more
Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more
9/18/2015
/ Clawbacks ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Equity Plans ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access Rule ,
Proxy Season ,
Publicly-Traded Companies ,
Resource Extraction ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
In this letter 44 senators called on SEC Chair Mary Jo White to act on a rulemaking petition that would require companies to disclose their political spending. The letter was referring to Petition for Rulemaking, File No....more
The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more
Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more
During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more
5/12/2015
/ Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Pensions ,
Profit Sharing ,
Proxy Statements ,
Regulation S-K ,
Retirement Plan ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stocks ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
During the week of May 3, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and three failed. All required three percent ownership for three years and all were opposed by the...more
As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more
In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more
In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more