January is a good time for calendar-year-end companies to re-evaluate, and update as necessary, their Form 10-K risk factors. This year in particular, the November election results introduce a wide range of new considerations...more
Battles over proxy access have taken center stage over the past few years in the form of activist shareholder proposals and proposed SEC rulemaking. Now Business Roundtable is suggesting that the entire Rule 14a-8 shareholder...more
The proxy rules require that public companies submit a proposal to their shareholders every six years regarding how often they should have say-on-pay votes, known as “say-on-frequency”. Most companies held their first...more
As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more
The insider trading policies of almost all public companies contain closely monitored “black out” periods that prohibit trades by designated classes of employees during certain periods in the company’s SEC reporting cycle....more
In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more
Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more
A couple of years ago I suggested that companies should consider adding new, or enhancing their existing, sustainability disclosures. The trend toward sustainability (frequently known as “ESG” for environmental, social and...more
SEC personnel frequently speak publicly on a variety of topics. Some speeches are less than memorable, while others so perfectly capture the essence of a subject and provide such practical insight that it would be a shame for...more
A recent announcement regarding the UK’s Stewardship Code serves as a reminder of the current similarities and differences between the US and UK corporate governance schemes, as well as their ongoing convergence.
By way...more
Every so often, the issue of “overboarding”—meaning directors serving on too many boards—pops up in the news or in corporate governance circles. On January 21st, a Wall Street Journal article by Joann S. Lublin entitled How...more
Last fall, United States Deputy Attorney General Sally Yates released a memorandum titled “Individual Accountability for Corporate Wrongdoing.” The “Yates Memo” is the latest installment in a series of prosecution guidelines...more
A little over a year ago the PCAOB issued new Auditing Standard No. 18, which enhanced auditor performance standards in three significant areas of a company’s audit:
- Company relationships and transactions with related...more
Every year about this time calendar-year-end companies should begin to prepare for the coming proxy season by looking back on lessons learned this year, considering recent SEC rulemaking and evaluating latest governance...more
10/22/2015
/ Clawbacks ,
Corporate Governance ,
Executive Compensation ,
Pay-for-Performance ,
Proxy Access ,
Proxy Season ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Strategic Planning
As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more
With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more
The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies.
Boards may delegate stock issuances to non-directors....more
Well, the SEC’s new pay ratio rules are finally out. We’ve all known they were coming for quite some time, dating all the way back to their origin in 2010—Dodd-Frank’s Section 953(b) mandate—followed by the SEC’s proposed...more
For many companies, the period between Independence Day and Labor Day is a good time to absorb the lessons of the spring proxy season and to catch a corporate breath before the stretch run to the end of the year. With that in...more
Improving the proxy process remains front and center at the SEC and continues to garner media headlines. A recent high-profile example was this past proxy season’s focus on proxy access shareholder proposals, including the...more
The Delaware Court of Chancery recently held in Calma v. Templeton that the decision by the Citrix Systems, Inc. board of directors to grant equity compensation to its non-employee directors was subject to the entire fairness...more
Last October, with relatively little fanfare, new PCAOB Auditing Standard No. 18 expanded Audit Committee oversight responsibilities. (See this Doug’s Note.) AS 18, which became effective for fiscal years beginning on or...more
Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more
Much has been written about the dramatic increase in shareholder engagement from both sides of the relationship. For example, financial and governance roadshows have become mainstream not only among large-cap companies, but...more
It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more