The Standard Formula Podcast | Developments on the Horizon for the UK Change-in-Control Regulatory Regime
The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
Last Thursday, proxy advisory firm Glass Lewis released its 2025 Proxy Voting Policy Guidelines 2025 U.S. Benchmark Policy Guidelines, including guidelines for shareholder proposals and ESG-related issues. The guidelines...more
The proposal would establish stricter oversight of certain transactions and responds to concerns that large asset managers may be exerting influence on FDIC-supervised institutions. On July 30, 2024, the Board of...more
The 2021 executive compensation season will be more challenging than usual for most companies due to the financial and economic consequences of the COVID-19 pandemic. To meet these challenges, companies should be aware of...more
ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019?...more
A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at...more
When adopted, the incentive compensation clawback rules recently proposed by the Securities and Exchange Commission are likely to present issuers with a number of implementation challenges. Some of these challenges have been...more
The Virginia Supreme Court has spoken again on the calculation of damages in a complex employment contract case. In Online Resources Corp. v. Lawlor, No. 120208 (Va. Jan. 10, 2013), the court addressed the expert...more