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On March 30, 2011, the SEC proposed rules to implement the Dodd-Frank Act’s requirements regarding the independence of compensation committees and their advisers. The proposed rules are...
Yesterday seven federal agencies jointly finalized a proposed rule under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that would subject financial institut...
On March 23, 2011, the FDIC published its second notice of proposed rulemaking to implement its new Orderly Liquidation Authority (OLA) under Title II of the Dodd-Frank Act. The Second NP...
Earlier today, the Supreme Court issued an opinion in Matrixx Initiatives, Inc. v. Siracusano. The case involved Matrixx’s lack of disclosure of reports that its Zicam nasal spray produ...
Last week House Republicans announced that they are drafting five bills to eliminate or change parts of the Dodd-Frank Act. One of the five is the elimination of the provision to disclos...
Notable recent support for triennial say-on-pay include Viacom, with insiders controlling about 80%, and Franklin Resources, which barely squeaks in 57% support for triennial even though ...
We’ve all engaged in the “what-if” scenarios of close votes on the say-on-pay frequency vote, faced by Green Mountain Coffee Roasters. The company recommended triennial say-on-pay ...
While ISS voting recommendation reports for companies are not “public”, sometimes additional soliciting materials filed by a company are informative. On March 2nd, Disney filed its f...
We did so well with our sound bites in our last interview that we were again quoted by Compliance Week (subscription required) on another Rule 14a-8 story, this time on substantial implem...
You can’t talk about governance these days without someone bringing up “shareholder engagement,” so it’s not surprising that there is now a study on the subject. This ISS and IRR...