Yesterday marked an active day on the corporate governance front. First, the U.K. Government announced a far reaching package of reform to strengthen the hand of shareholders to challen...
Yesterday, the SEC finalized rules implementing the Dodd-Frank Act’s requirements regarding the independence of compensation committees and their advisers. For the most part, the SEC ma...
The 2012 proxy season in the United States, forecast by some to feature significant turmoil and change, has in fact been less tumultuous than expected. It’s been all quiet on the regula...
With proxy season in full swing, we wanted to provide an update on this year’s say-on-pay findings to date and compare them to results from last year at this time, almost to the day. A...
The U.K.’s implementation of “say on pay’ in 2002 is widely considered the harbinger of mandatory “say on pay” in the United States. So far, in both countries, the shareholder a...
Today President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was passed by the House of Representatives on March 27, 2012 in the same form passed by th...
On March 26, 2012, in Credit Suisse Securities (USA) LLC v. Simmonds, the U.S. Supreme Court held 8 0 that not filing a Section 16(a) disclosure statement does not toll (i.e., suspend) th...
A number of companies have been unhappy to discover that ISS’ recent adoption and resulting move to GRId 2.0 changed “low” or “medium” concerns to move up a notch (to “medium?...
Among the new proxy disclosure requirements under the Dodd-Frank Act is the mandate that issuers disclose in their CD&A [w]hether, and, if so, how the registrant has considered the resu...
As companies are in the midst of preparing their proxy statements, some may have forgotten an interpretation that the SEC Staff issued last summer regarding the use of non-GAAP financial ...
