News & Analysis as of

Director Nominations

ISS Issues Proposed Policy Changes for 2018 Proxy Season

by White & Case LLP on

On October 26, 2017, Institutional Shareholder Services ("ISS") issued draft proposed policy changes for the 2018 proxy season (the "Draft Changes").1 The Draft Changes for US companies are grouped in three categories:...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

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

Blog: Asset Managers Support Shareholder Proposals For Board Diversity—Will It Make A Difference?

by Cooley LLP on

There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more

Landmark Decision on Criminal Liability of 'Money Mule' Company Nominee Directors

by Morgan Lewis on

A recent Singapore High Court decision has clarified the situations in which nominee directors can be convicted of money laundering offences in banking and wire fraud, and the appropriate penalties to be imposed....more

Recent Schedule 14N Filings

GAMCO Asset Management Inc. made the news when it became the first to submit a Schedule 14N announcing a nominee for National Fuel Gas’ board of directors using a proxy access by-law. The nomination was rejected by National...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

2016 Silicon Valley Proxy Season Results

by Fenwick & West LLP on

A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

First Proxy Access Nominee Rejected

GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more

SEC Proposes Universal Proxy Cards in Contested Elections

by Shearman & Sterling LLP on

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

SEC Proposes Requirement for Universal Proxies in Contested Director Elections

by BakerHostetler on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules (the “Proposal”) that would mandate the use of universal proxy cards in non-exempt proxy solicitations for contested...more

SEC Proposes Rules to Adopt Universal Proxy Cards in Contested Director Elections

by Alston & Bird on

At an open meeting held on October 26, 2016, the Securities and Exchange Commission (SEC) voted two to one to propose amendments for the mandatory use of universal proxy cards and additional voting options and disclosure...more

Blog: Will “universal proxy” make it to the finish line?

by Cooley LLP on

With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a...more

SEC Proposes Amendments to require Use of Universal Proxy Cards

by Locke Lord LLP on

At its October 26th open meeting, the Securities and Exchange Commission voted to propose amendments to the proxy rules which would require the use of a universal proxy card in a contested election of directors. If adopted,...more

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

by Cozen O'Connor on

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

SEC Proposes New Rules Requiring Universal Proxy Cards

by Bracewell LLP on

On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders...more

SEC Proposes Amendments to Require Use of Universal Proxy Cards

by Dechert LLP on

The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more

"SEC Proposes Rule Amendments to Require Universal Proxy Cards"

On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

by Holland & Knight LLP on

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

by Seyfarth Shaw LLP on

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

by Goodwin on

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

SEC Grants No-Action Relief on Proxy Access Proposals

by Dorsey & Whitney LLP on

Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more

Update Regarding Potential NASDAQ Rules Relating to “Golden Leash” Arrangements

by Dorsey & Whitney LLP on

As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its listing rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

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