News & Analysis as of

Director Nominations

New Jersey Names New Director for State-Level CFPB

by Weiner Brodsky Kider PC on

The New Jersey Office of the Attorney General recently announced that New Jersey Governor Phil Murphy will nominate Paul Rodriguez to serve as the Director of the New Jersey Division of Consumer Affairs, the “state-level...more

New Jersey Adopts Series of Changes for Corporations

by White and Williams LLP on

The state of New Jersey recently amended its corporate laws under the New Jersey Business Corporation Act (NJBCA) in an effort to provide clarity for companies incorporated within the state. The changes closely align with...more

More Than Meets the Eye: Director Due Diligence in Today’s Corporate Activist World

On Federal Reserve Chair Janet Yellen’s last day of work, the Fed imposed severe penalties on Wells Fargo, both punishing it for years of bad acts and barring it from future growth until it actually fixes its problems,...more

Thoughts for Board and Senior Management of Israeli Public Companies

by White & Case LLP on

We have set out below observations for board members and senior management of Israeli companies based on our experiences of the last year....more

D.C. Circuit Court Confirms Mulvaney’s Appointment as Acting Director of the CFPB

by Weiner Brodsky Kider PC on

The U.S. District Court for D.C. has again ruled that President Trump had the authority to appoint an acting Director to the CFPB upon the resignation of Richard Cordray under the authority of the Federal Vacancies Reform Act...more

The Trump Administration Gets Its Man at the CFPB

Mick Mulvaney is secure in his new title as Acting Director of the Consumer Financial Protection Bureau (CFPB)—at least for now—as a result of a Trump-appointed judge’s decision, issued on November 28, 2017. The decision came...more

CFPB Leadership Dispute: Impacts and Next Steps

by White & Case LLP on

A dramatic legal fight over interim leadership of the Consumer Financial Protection Bureau (CFPB or Bureau) saw its first round end November 28, 2017, when a federal judge denied a motion for a temporary restraining order...more

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

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