Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more
In a prior post, we discussed the first eight of 15 recommended steps to consider when submitting an equity plan for shareholder approval. In this post, we discuss the final steps. While we know each situation is different,...more
Economic uncertainty and shifts brought on by COVID-19 have us back to a familiar question from 2009 and even 2001: can you reprice options to take into account falling share prices? The answer remains yes, though tax,...more
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more
Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more
I continue to read confused statements in proxy statements about the vote required for shareholder action. The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law...more
Each year, the vast majority of larger public companies voluntarily ask shareholders to ratify the audit committee’s selection of the company’s auditor, and such proposals routinely pass with high rates of shareholder...more
In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more
As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.” For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly. I was...more
Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...more
Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more
After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more
This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more