Although the SEC staff has publicly stated that the clawback provision is the most complex of the remaining Dodd-Frank governance rulemaking, the most controversial provision appears to b...
Engagement with shareholders plays an increasingly important role in strengthening issuers’ corporate governance practices. With proxy season around the corner, we turn to Donna Anders...
The latest Spencer Stuart Board Index (November 2011) finds that three-fourths of S&P 500 companies require annual election for directors and 79% have some form of majority voting. 41% o...
While the U.S. IPO market has slowed down in recent months, Davis Polk’s pipeline of deals in progress is strong, leading us to believe that there will be an uptick in IPO transactions ...
ISS has requested that we update our previous blog post on their draft voting policy updates to inform market participants that they have extended the deadline for receiving comments to N...
Yesterday the SEC Staff issued Staff Legal Bulletin No. 14F (SLB 14F), which addresses the mechanics related to proof of eligibility to submit shareholder proposals under Rule 14a-8(b), t...
What will cause ISS to recommend withhold or against the election of compensation committee members as a result of poor say-on-pay votes in 2012? A hint lies in the just-released ISS dra...
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk...
MSCI, the parent company of ISS, recently announced that Gary Retelny, a member of MSCI’s Executive Committee and its Corporate Secretary, has been appointed President of ISS. As ISS i...
The SEC’s changes to Exchange Act Rule 14a-8(i)(8), which went into effect yesterday, generally will require companies to include in their proxy materials shareholder proposals addressi...
