News & Analysis as of

Compensation Committee Corporate Governance

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

by Shearman & Sterling LLP on

On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

Blog: Does A Low Favorable Vote For A Say-On-Pay Proposal Affect Directors’ Reputations Outside The Company?

by Cooley LLP on

As discussed in a PubCo post last week, say on pay has had some surprising consequences. While there hasn’t been much impact on the levels of executive pay, according to this paper, one group that have experienced some impact...more

Blog: The Unintended Consequences Of Say On Pay

by Cooley LLP on

This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue...more

California And Delaware Corporate Law Differ In Many Respects, Including The Authority Of Committees

by Allen Matkins on

Both California and Delaware allow the formations of committees of the Board of Directors. Both states also allow these committees to exercise the authority of the board, but with certain exceptions. California, however,...more

SEC Issues Staff Legal Bulletin Outlining the Scope of the “Directly Conflicts” Exclusion under Rule 14a-8 and Providing Guidance...

by Ropes & Gray LLP on

On October 22, 2015, the SEC’s Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14H (the SLB) in which it provides guidance on two key issues surrounding the exclusion of shareholder proposals...more

Good News for Compensation Committees

With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more

Why Urge Pay For Performance And Then Ignore Performance?

by Allen Matkins on

CalPERS’ Global Principles of Accountability for Corporate Governance declare: Compensation programs are one of the most powerful tools available to the company to attract, retain, and motivate key employees to...more

The Importance Of Good Compensation Committee Minutes – 7 Tips

With the recent increase in proxy litigation and the public focus on executive pay, it is very important that the minutes of the compensation committee of the board of directors be recorded properly. Following are some tips...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

by Dechert LLP on

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

Governance & Securities Law Focus: Asia Edition, April 2013

by Shearman & Sterling LLP on

In this issue: - US DEVELOPMENTS - Securities and Exchange Commission (“SEC”) Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - EU DEVELOPMENTS...more

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

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