On July 7, 2011, the FTC published on its website a notice of final rulemaking, setting forth substantial revisions and amendments to the Hart-Scott-Rodino (“HSR”) Premerger Notificat...

With the vast majority of this year’s annual shareholder meetings for U.S. public companies behind us (at least for those with calendar-year fiscal years), we wanted to update the findi...

Proposals to elect directors by a majority vote fared well this season, averaging 56.6% at 31 companies as of early June.  This was the topic with the most number of submissions, as Carpe...

Davis Polk is pleased to present the fourth Davis Polk Dodd-Frank Progress Report. This month, rules meeting 14 Dodd-Frank requirements were finalized and rules meeting 6 requirements wer...

On June 22, 2011, the SEC issued final rules and rule amendments to implement provisions of Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act that exempt certain a...

On June 28, 2011, in a much anticipated decision, a panel of the United States Court of Appeals for the Seventh Circuit, in In re River Road Hotel Partners, LLC, affirmed a decision of th...

This is the first of a series of posts to discuss key shareholder proposals during proxy season 2011.  While ISS reports that 39% of S&P 500 companies continue to have staggered boards,...

Late last week, the United States Supreme Court affirmed a 2010 ruling of the Ninth Circuit Court of Appeals and held that a bankruptcy court, as a non-Article III court, did not have the...

Some shareholders are using lawsuits as a new tactic to fight what they perceive as an escalation in executive compensation.  Shareholders are likely to find these suits difficult to push...

Pursuant to the Collins Amendment of the Dodd-Frank Act, the Federal Reserve Board, FDIC and OCC have adopted a final rule to replace the transitional floors in the Federal banking agenci...