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According to the ISS US preliminary postseason update, the win rate for dissidents, measured by whether they won at least one board seat through negotiations or a vote, was 59% at 22 cont...
The numbers keep changing, but the latest report indicates that six public (or soon-to-be-public) companies have adopted fee-shifting provisions in charters and bylaws since the Delaware ...
85% of directors at Russell 3000 companies who failed to receive majority support for their election remain on those boards two years later, a recent study by the Committee on Capital Mar...
On June 25, the SEC adopted the first in a series of rules governing the cross-border reach of its security-based swap regulatory regime. The rules define the term “U.S. person” and ...
On TheCorporateCounsel.net, Broc Romanek and I prepared a 13-minute podcast summarizing Keith Higgins’ remarks made at the Society of Corporate Secretaries and Governance Professionals?...
As of July 1, 2014, a total of 280 Dodd-Frank rulemaking requirement deadlines have passed. Of these 280 passed deadlines, 127 (45.4%) have been missed and 153 (54.6%) have been met with ...
The power and influence of proxy advisory firms in affecting the outcome of shareholder meetings have been hotly debated in recent years, with many seeking a regulatory solution. Yesterd...
Among the usual exhortations regarding directors’ responsibilities for setting the correct “tone at the top” and establishing a strong compliance culture in Chair White’s recent s...
On June 25, 2014, in Fifth Third Bancorp et al. v. Dudenhoeffer et al., the U.S. Supreme Court unanimously overturned the presumption of prudence that has been applied in “stock drop”...
SEC Rules and Regulations
SEC Grants No-Action Relief to Closed-End Funds for Filing Post-Effective Amendments to Registration Statements
Industry Update
Director of OCIE Di...