Shareholder proposal rule
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
REGULATORY UPDATES - SEC Announces Leadership Changes - Anthony (“Tony”) C. Thompson was appointed to a second term as a board member of the Public Company Accounting Oversight Board (“PCAOB”), which will run until...more
On January 6, Katten Capital Markets partner Farzad Damania, along with Zally Ahmadi of D.F. King, George Lu of ADEC ESG Solutions and Ari Frankel of Solebury Trout, presented a program sharing their insights into the trends...more
On December 2, Larry Levin and Alyse Sagalchik, partners in Katten's Capital Markets practice, along with Ernst & Young LLP and Meridian Compensation Partners (Meridian), shared updates for the 2022 proxy season as part of...more
Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more
REGULATORY UPDATES - SEC Leadership Changes - On April 17, 2021, Gary Gensler was sworn into office as the Chair of the Securities and Exchange Commission (the “SEC”). Gensler served as chair of the U.S. Commodity Futures...more
SEC Commissioner Allison Lee has been speaking up quite a bit recently about diversity and inclusion and about climate change—and not just at SEC open meetings. In her recent dissents in voting on proposals regarding...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
On November 14, 2019, Skadden held a webinar titled “Preparing for the Shareholder Proposal Season” with panelists Amy Borrus, Deputy Director of the Council of Institutional Investors (CII); Marc Lindsay, Senior Strategist,...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...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
EXECUTIVE SUMMARY - 1. Cybersecurity threats. Cybersecurity preparedness is essential in 2018 as the risk of, and associated adverse impact of, breaches continue to rise. The past year redefined the upward bounds of the...more
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