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...
The recent announcement that ISS has recommended against the election of the board of directors of Target because of the perceived failure to provide appropriate management of cyber-risk ...
On June 10, the PCAOB adopted Auditing Standard No. 18, which covers three key areas of increased risks for material misstatements: related party transactions, significant unusual transac...
Fifty-one shareholder resolutions asking that company boards be led by independent chair made it the most prevalent shareholder proposal topic in 2014, according to ISS. Four such proposa...
Facing a lawsuit alleging that shares were improperly awarded because of the failure to count abstentions in determining whether an equity plan received shareholder approval, Cheniere Ene...
