The SEC has shown its willingness to continue to take companies to task for not disclosing perquisites and personal benefits to executive officers in a manner that is consistent with the ...
Our 2020 IPO corporate governance survey reviews governance structures at the time of the IPO for the largest U.S.-listed IPOs of “controlled” and non-“controlled” companies betwe...
On September 23, 2020, the SEC adopted amendments to the shareholder proposal rule. Rule 14a-8 allows a shareholder that meets certain requirements to use a company’s proxy statement to...
On August 26, the SEC adopted amendments to update the business description, legal proceedings and risk factor disclosures that U.S. companies make in registration statements, annual repo...
The SEC voted (3 to 1) on Wednesday to adopt final rules that would regulate proxy advisory firms and permit companies that are the subject of their voting recommendation reports to provi...
A $900,000 fine is a reminder for companies to use care in tracking and disclosing all elements of executive compensation.
Executive perks may not be material to a company’s financial c...
A $240 million settlement last month in a federal securities class action against Signet Jewelers Ltd. highlights risks that public companies face in connection with statements in their c...
As legal and governance officers continue to field urgent questions over the fallout from the COVID-19 pandemic, we’ve added several more items to our memo summarizing our thinking on t...
On March 18, 2020, a unanimous Delaware Supreme Court held in Salzberg v. Sciabacucchi that provisions in a Delaware corporation’s certificate of incorporation requiring actions arising...
Now is the season when many public companies are planning for and getting ready to finalize, print and mail a proxy statement for the annual meeting. What if, unfortunately, a company nee...
