News & Analysis as of

Board of Directors Publicly-Traded Companies

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

California Bill Would Mandate Gender Quotas For Publicly Traded Companies

by Allen Matkins on

Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

Preparing for the 2018 Public Company Reporting Season

by Perkins Coie on

In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

ICSA and The Investment Association Publish Guidance on Board Engagement with Stakeholders, European Capital Markets Update

by Jones Day on

In September 2017, ICSA: The Governance Institute ("ICSA") and The Investment Association published new guidance to help company boards ensure that they consider and understand the interests of their key stakeholders when...more

New Guidance from SEC Encourages Board Involvement in Excluding Certain Shareholder Proposals

by Fenwick & West LLP on

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on November 1, 2017, issued a new Staff Legal Bulletin regarding shareholder proposals under Rule 14a-8. Staff Legal Bulletin 14I...more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

FTSE gender balance a year on – is progress being made?

by Dechert LLP on

The Hampton-Alexander Review (the “Review”), an independent, business led review supported by the UK Government, has published its ‘one year on’ supplementary report on gender balance in FTSE leadership....more

SEC Releases New Guidance on Shareholder Proposals

by Bracewell LLP on

On November 1, 2017, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission published in Staff Legal Bulletin No. 14I guidance relating to the excludability of certain shareholder proposals...more

2017 Proxy Season Results in Silicon Valley and Large Companies Nationwide

by Fenwick & West LLP on

This companion supplement to the Fenwick survey, “Corporate Governance Practices and Trends: A Comparison of Large Public Companies and Silicon Valley Companies,” covers trends in stockholder voting at annual meetings in the...more

Proposed changes to corporate governance in the UK

by Dentons on

The government has published a number of headline proposals for the reform of the corporate governance of publicly-traded companies and large privately-held companies. These cover three aspects of corporate governance on...more

The NYC Comptroller and Pension Funds Boardroom Accountability Project 2.0

Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension...more

Corporate social responsibility and diversity policies: comply or explain

by White & Case LLP on

On 11 September 2017, Belgium published a new bill requiring certain large companies to disclose "non-financial" (relating to social, environmental and employee matters, protection for human rights, anti-corruption and...more

NYC Pension Funds Set Their Sights on Board Diversity

by Jones Day on

The Background: The NYC Pension Funds, which led the largely successful campaign to implement proxy access rights across corporate America, have launched a new crusade to improve the diversity of corporate boards....more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Go West? What the NYSE Has to Offer for Gulf IPOs

by Bracewell LLP on

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state...more

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

by Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

Shareholder Activism Dealt a Blow in Australia's Federal Court

by Jones Day on

The Background: In RBC Investor Services Australia Nominees Pty Limited v Brickworks Limited [2017] FCA 756 (10 July 2017) ("Brickworks case"), a large institutional investor sought to dismantle a cross shareholding...more

Requisitioned meeting breaks deadlock

by Dentons on

A deadlocked board of directors, talk of a “public flogging”, and a court reluctant to intervene. The case of Goldstein v. McGrath is a colourful recent example of a requisitioned public company shareholders’ meeting, with...more

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