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The Continuing Support for Dual-Class Stock by Companies and Investors

The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, "greatly exaggerated." The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE...more

Major Stock Index Providers to Limit Inclusion of Multi-Class Companies: What it Means and Why it Matters

Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more

Dual-Class Stock and Private Ordering: A System That Works

Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more

IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the...more

SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...more

SEC Issues Proposed Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require publicly listed companies to recover (or "clawback") excess incentive-based compensation from current and former...more

7/13/2015

Trinity Wall Street v. Wal-Mart Stores, Inc. Provides New (But Limited) Guidance on the Ordinary Business Exception to Rule 14a-8

A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more

The Next Wave of Proxy Access Proposals: What Issuers Should Know and How They Can Prepare

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more

Rule 10B5-1 Trading Plans: Considerations in Light of Increased Scrutiny

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more

3/13/2013  /  10b5-1 Plans , Insider Trading , SEC , Stocks
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