Yesterday, Acting SEC Chairman Piwowar issued a public statement that he has directed the staff to reconsider whether the 2014 guidance on the conflict minerals rules is “still appropri...
A group of major investors has endorsed a corporate governance framework to go into effect on January 1, 2018. The Investor Stewardship Group (ISG) currently comprises BlackRock, CalSTRS,...
The SEC recently alleged that yet another company violated the whistleblower rules with its standard separation agreement, but the order in the case also noted several positive actions ta...
The Council of Institutional Investors has published an FAQ on majority voting for directors in which it advocates for “consequential majority voting,” a form of majority voting in di...
The SEC Staff determined that a shareholder proposal on greenhouses gases (GHGs) could be excluded from Apple and Deere’s proxy statements as relating to ordinary business operations be...
The Delaware Court of Chancery recently ruled that a form of fee-shifting bylaw linked to exclusive forum provisions is invalid.
Six months after Delaware adopted DGCL Section 109(b) to r...
In October 2016, the SEC proposed rules that would, if adopted, substantially impact proxy contests at U.S. public companies. Under the SEC’s proposal, each party – management and one...
Recently, the Delaware Supreme Court reversed the Court of Chancery in Sandys v. Pincus on findings of director independence at Zynga. The Court of Chancery had dismissed the suit for fa...
As described in our recent memorandum, ISS will be using other financial and operational metrics in addition to TSR in evaluating say-on-pay. In a recently updated FAQ on its executive co...
We recently published a client alert describing the possibility of a rollback of the pay ratio disclosure rule under the new administration.
The pay ratio rule has already produced unfore...
