While we wait for the SEC to act on the Dodd-Frank mandate on recoupment of executive compensation, Walmart will be facing an unusual shareholder proposal on the topic this coming week. T...

In a recent, landmark Delaware decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), Chancellor Leo E. Strine, Jr. answered a frequently debated (but un...

On May 30 the staff of the Securities and Exchange Commission issued interpretive guidance on the SEC’s new conflict minerals rules. The guidance, which is consistent with the discussio...

The recent PCAOB reproposed auditing standards on related parties and significant unusual transactions also include a modification to Auditing Standard No. 12, Identifying and Assessing R...

Seeking injunctive relief, shareholders of Groupon complained that the company improperly aggregated separate and distinct amendments to Groupon’s 2011 incentive plan to be voted on at ...

President Obama has named Kara Stein, Democrat, and Michael Piwowar, Republican as nominees for SEC Commissioners.  Both are currently Senate aides.  Ms. Stein is currently legal counsel...

The Council of Institutional Investors is urging the SEC to take action in response to news reports that Broadridge will discontinue its practice of providing voting tallies to proponents...

On May 15, 2013, the Code Committee of the U.K. Takeover Panel (the “Panel”) published its response statement 2012/3 following a consultation on proposals to amend the rules for deter...

According to several news outlets, Chairman White declared during her testimony before the House Financial Services Committee on Thursday that “no one is working on a proposed rule,” ...

The events at CF Industries’ annual meeting last week set several records for shareholder proposals. All four shareholder proposals on its ballot passed. That alone is fairly unusual, b...