Navigating ESG: Preparing for Future Regulations (Part Two) — Regulatory Oversight Podcast
Implications of the SEC Cybersecurity Disclosure Rule
Why Time Matters: Partners Lindsay Gerdes and Michael J. Bronson on Swift Action in Government Investigations
Nonprofit Quick Tip: State Filings in Colorado and Wyoming
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
Navigating ESG: The Growing Importance and Compliance Challenges (Part One) — Regulatory Oversight Podcast
“Monsters, Inc.” y el buen gobierno corporativo
Navigating the Regulation Jungle: How to Be Compliant, Work Efficiently, and Stay Sane
Episode 332 -- Deep Dive into SEC’s Internal Controls and Cybersecurity Settlement with R&R Donnelly
Digital Planning Podcast Episode: Estate Planning and the Corporate Transparency Act
Episode 331- NAVEX State of Risk and Compliance Programs
What the Board Should Be Asking About the Compliance Program
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
Managing Social Media Risk
Compliance Lessons from Dating in Your 50s
How Tax Works - Entity Selection
The AI Shakeup: New Tech Innovations and the Future of Corporate Law
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 327 -- Another Look at the Importance of Corporate Culture
Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more
In light of the recent COVID-19 global outbreak, on March 13, 2020, the Securities and Exchange Commission provided guidance to assist issuers, shareholders and other market participants affected by COVID-19 with meeting...more
ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more
In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more
On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more
The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more
Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more
On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more
SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more
Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more
Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more
Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more
The SEC has posted a new staff working paper, “Public versus Private Provision of Governance: The Case of Proxy Access,” reporting on a study conducted by the SEC’s Division of Economic and Risk Analysis (DERA), of the...more
For many companies, the period between Independence Day and Labor Day is a good time to absorb the lessons of the spring proxy season and to catch a corporate breath before the stretch run to the end of the year. With that in...more
Improving the proxy process remains front and center at the SEC and continues to garner media headlines. A recent high-profile example was this past proxy season’s focus on proxy access shareholder proposals, including the...more
Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more
The SEC’s Division of Economic and Risk Analysis issued analysis on the “potential effect on pay ratio disclosure of exclusion of different percentages of employees at a range of thresholds.” Without even trying to follow the...more
The topic of proxy access, or the ability of shareholders to nominate directors to the board, has again come to the fore of the Canadian corporate governance debate. The Canadian Coalition for Good Governance (CCGG), an...more
Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more
This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder...more
It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more
Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more
On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more
The integrity of the shareholder vote is a cornerstone of shareholder democracy for public companies. Shareholders’ ability to “have their say” is exercised at shareholder meetings largely through proxy voting, which is a...more