The extensive commentary provided to date on the proposed credit risk retention rules (the “Proposed Rules”) under the Dodd-Frank Act raises significant concerns that are critically i...

In an important development defining when Revlon duties apply to a mixed cash and stock deal, the Court of Chancery last week applied Revlon to a deal where target shareholders would rece...

Earlier today, in a divided 3-2 vote, the SEC adopted final rules to implement the whistleblower provisions of the Dodd-Frank Act. Overall, the final rules appear more permissive and defe...

Questions have come up about whether companies can declare how frequently they intend to hold say-on-pay votes in the Form 8-K announcing annual meeting results within four business days ...

May is high season for annual shareholder meetings for U.S. public companies, so we wanted to update the findings that we shared in our last memo on the subject.  As of the end of last we...

It has been frustrating for companies who want to benefit from the substantial cost-savings provided by the SEC notice and access rules to discover that they must also comply with the Dep...

Companies considering new equity plans should take note that Fidelity (a large shareholder of just about every public company) has adopted a new voting policy for equity plans.  As of Mar...

As part of its efforts to remove reliance on and references to credit ratings from its rules and forms as required by Section 939A of Dodd-Frank, the SEC has issued proposed rules that wo...

When the SEC decided to eliminate the ability of brokers to vote on a discretionary basis without specific client instruction for director elections in July 2009, many predicted that it w...

On July 16, 2011—60 days from now—over 175 new Dodd-Frank derivatives provisions automatically go into effect. Many of these provisions do not require action from market participants....