For actively helping two public company clients lobby congressional staff members about pending legislation, the SEC charged Ernst & Young (EY) with violating the auditor independence rul...
According to the ISS US preliminary postseason update, the win rate for dissidents, measured by whether they won at least one board seat through negotiations or a vote, was 59% at 22 cont...
The numbers keep changing, but the latest report indicates that six public (or soon-to-be-public) companies have adopted fee-shifting provisions in charters and bylaws since the Delaware ...
85% of directors at Russell 3000 companies who failed to receive majority support for their election remain on those boards two years later, a recent study by the Committee on Capital Mar...
On TheCorporateCounsel.net, Broc Romanek and I prepared a 13-minute podcast summarizing Keith Higgins’ remarks made at the Society of Corporate Secretaries and Governance Professionals?...
The power and influence of proxy advisory firms in affecting the outcome of shareholder meetings have been hotly debated in recent years, with many seeking a regulatory solution. Yesterd...
Among the usual exhortations regarding directors’ responsibilities for setting the correct “tone at the top” and establishing a strong compliance culture in Chair White’s recent s...
Congressman Patrick McHenry (R-NC) indicated that Congress will step in if the SEC fails to act to curb investors’ reliance on proxy advisory firms, in his keynote speech at a panel dis...
McKesson Corporation announced that it intends to submit a proxy access bylaw amendment for shareholder vote at the company’s 2015 annual meeting. The company has not yet filed its prox...
A derivative action has been brought in Delaware Chancery Court alleging that Facebook’s board of directors breached their fiduciary duties and unjustly enriched themselves and wasted c...
