In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

Stoel Rives LLP
Contact
LinkedIn
Facebook
X
Send
Embed

  1. It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points:
    • Three companies, including two on the NY Comptroller’s 75-company target list have adopted proxy access bylaws, and presumably filed no-action requests that the NY Comptroller’s shareholder access proposals should be excluded because they are substantially implemented. See here.
       
    • Three companies, AES Corp, here, Cloud Peak Energy, here, and Exelon Corporation, here, filed dueling shareholder and company proposals.
       
    • Citigroup agreed to support a proxy access framework proposed by an activist shareholder. See here.
       
    • A few companies have convinced activists to withdraw their proposals in favor of company proposal. See here.
       
    • Prudential Financial adopted a shareholder access bylaw without even being officially asked. See here.
       
    • Earlier this year, Monsanto shareholders approved a non-binding proxy access proposal by a scant majority over its board’s objections. See here.
       
  2. ISS published its proxy voting policies, here, including that it will oppose proxy access proposals by a company that are more stringent than 3-year, 3%, 25% of the board. ISS also will likely recommend withhold votes on directors that exclude a proper shareholder proposal from the proxy unless the company gets a no-action letter or judicial relief. CalSTRS published its guidance on proxy access and other voting guidance, here, similarly noting that it will withhold votes on directors that exclude “three-for-three” proxy access proposals or that adopt more stringent standards. These echo the views of BlackRock, see here and here (if you want to watch the whole SEC meeting at which investor views were expressed).
     
  3. CalPERS announced it is targeting 33 energy companies for proxy access proposals. The announcement, in a joint letter with CalSTRS about the importance of corporate engagement on climate change, is here.
     
  4. ISS posted three more equity plan scorecard FAQs (23-25) here. That pales in comparison to the 104 FAQs ISS published about compensation policies , here.
     
  5. Warren Buffet’s annual letter to shareholders is here and an annotated version, for those who don’t speak “folksy,” is here.
     
  6. As reported by The Corporate Counsel, and in another modest success for shareholder activists, the SEC seems to have reversed its no-action position that a shareholder proposal requiring an independent lead director “whose directorship constitutes his or her only connection” to the company may be excluded as impermissibly vague. See, e.g., the no-action letter response to Boeing here.
     
  7. The Council of Institutional Investors sent a letter to the SEC, here, requesting action on “universal proxies ”--basically, a ballot with all director nominees on them irrespective of who nominated them. The letter follows its earlier petition for rulemaking on the topic here.
     
  8. Fee-shifting and exclusive forum selection bylaws have been around, and controversial, for a while. Also controversial is proposed Delaware legislation to limit the ability of a Delaware company to adopt such provisions. A discussion is here.
     
  9. Finally, Cornerstone Research’s review of 2014 public company M&A litigation is here. Projecting the results into 2015 yield this bottom line: If you do a sell-side deal, your directors will get sued; you may be less willing to settle claims; settlement likely will involve more disclosure not payments to shareholders.
Send Print Report

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Stoel Rives LLP | Attorney Advertising

Written by:

Stoel Rives LLP
Stoel Rives LLP
Contact
more
less

PUBLISH YOUR CONTENT ON JD SUPRA NOW

  • Increased visibility
  • Actionable analytics
  • Ongoing guidance

Stoel Rives LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign Up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide
- hide