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
Welcome to the second annual Benesch Corporate Governance Report, which focuses on trends and best practices at middle market public companies. 2019 saw a continued focus on corporate governance from a number of audiences...more
At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more
Thanks to thecorporatecounsel.net for catching this announcement from NYC Comptroller Scott Stringer and the NYC Retirement Systems, which reported that, since the inception of the Comptroller’s “Boardroom Accountability...more
Welcome to the first Annual Benesch Corporate Governance Report focused on trends and best practices at mid-market public companies. While we have seen many reports focused on corporate governance practices of Fortune 100...more
What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more
On November 13, 2018, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Peter da Silva Vint, Vice President of BlackRock’s Americas Investment Stewardship Group; Michael Garland,...more
Proxy advisor Glass Lewis has posted its 2019 Proxy Guidelines and 2019 Guidelines Regarding Shareholder Initiatives. One of the more striking points is that GL indicates that it may, albeit in limited circumstances,...more
In recent years, the friction between public companies and proxy advisory firms—companies that provide proxy vote recommendations to institutional fund managers and other investment advisers—has intensified. Public issuers...more
Following up on groundbreaking studies last year examining corporate governance structures in the tech sector, Orrick today released a new report detailing the corporate governance approaches of the leading public companies...more
When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more
On November 16, 2017, Skadden held our webinar “Preparing for the Shareholder Proposal Season.” The panelists were Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment in the Office of...more
Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
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
On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more
In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more
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
In remarks this week before the Chamber of Commerce, new SEC Chair Jay Clayton indicated that the SEC will be taking a hard look at the shareholder proposal rules. As reported in thedeal.com, Clayton advised that it is “very...more
Orrick recently released a groundbreaking new study examining the corporate governance structures of every U.S. incorporated company in the Dow Jones Technology Sector Index. Led by partner Ed Batts, the study encompasses a...more
As the 2017 proxy season winds down, one clear take-away is that shareholder proposals attempting to modify the terms of previously adopted mainstream proxy access bylaws did not fare well. Many of these proposals focused...more
As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more
Orrick has unveiled an unprecedented new study examining the corporate governance structures of the largest public companies in the Bay Area, including tech industry leaders. The comprehensive study reviewed the 153...more
During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S....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
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more