General Counsel Update
Preparing for the 2010 Proxy Season: Spotlight on Risk

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Yesterday at the New York Stock Exchange, NYSE Euronext and Davis Polk co-hosted a seminar for listed companies entitled “Preparing for the 2010 Proxy Season: Spotlight on Risk.”  The presentation, which was attended by general counsel, corporate secretaries and other governance executives, provided an overview and update on topics including:

  • the status of the SEC’s proposed proxy access rules
  • new guidance from the SEC on its review process for Rule 14a-8 proposals
  • the implications of NYSE Rule 452, under which as of January 1, 2010 broker discretionary votes will no longer count in uncontested director elections
  • preparing for what will likely be new disclosure requirements for proxy statement compensation discussion and analysis