The Proposed “Shareholder Bill of Rights Act of 2009”
Editor's Note: This post is from Martin Lipton and Theodore N. Mirvis of Wachtell, Lipton, Rosen & Katz and Jay W. Lorsch of Harvard Business School. An op-ed piece based on this post appeared in...
View ArticleStrategies for the New Reality of Shareholder Proxy Access
Editor's Note: This post is based on a client memo from Theodore N. Mirvis, Steven A. Rosenblum, Adam O. Emmerich, David C. Karp, Andrew R. Brownstein, Eric S. Robinson and Trevor S. Norwitz of...
View ArticleSEC Rulemaking – Advancing the Law to Protect Investors
(Editor’s Note: The post below by Commissioner Elisse Walter is a transcript of her remarks at the Annual Corporate Counsel Institute, omitting introductory and conclusory comments; the complete...
View ArticleFinally, Governance Becomes Possible
Editor's Note: Ira Millstein is a partner at Well Gotshal & Manges LLP and Senior Associate Dean for Corporate Governance of the Yale School of Management. Stephen Davis is executive director of...
View ArticleChallenge to SEC Proxy Access Rules
Editor's Note: John Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. This post is based on an Opening Brief...
View ArticlePetitioners File Reply Brief in Challenge to SEC Proxy Access Rules
Editor's Note: John Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. This post is based on an reply brief that...
View ArticleThe Destructive Ambiguity of Federal Proxy Access
Editor's Note: Jill Fisch is a Professor of Law at the University of Pennsylvania. The Program on Corporate Governance has issued several papers concerning proxy access, including Private Ordering and...
View ArticleRethinking Director Nomination Requirements and Conduct
Editor's Note: Peter Atkins is a partner of corporate and securities law matters at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden, Arps memorandum by Mr. Atkins, Richard...
View ArticleISS Advises Against By-Law Restricting Shareholder Compensation of Board...
Editor's Note: The following post comes to us from Berl Nadler, partner at Davies, Ward, Phillips & Vineberg LLP, and is based on a Davies publication by Mr. Nadler, Alex Moore, and Andrew Cooley....
View ArticleISS Releases FAQs: Defensive Bylaw May Lead to Negative Vote Recommendations
Editor's Note: The following post comes to us from Rebecca Grapsas, senior associate in the Corporate Department of Weil, Gotshal & Manges LLP, and is based on a Weil alert. Public companies that...
View ArticleDisqualifying Dissident Nominees: A New Trend in Incumbent Director Entrenchment
Editor's Note: Carl Icahn is the majority shareholder of Icahn Enterprises. The following post is based on a commentary featured today at the Shareholders’ Square Table. There are many good,...
View ArticleCII Urges SEC to Require Disclosure of Third-Party Director Compensation
Editor's Note: Sabastian V. Niles is counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses on rapid response shareholder activism, takeover defense and corporate...
View ArticleSEC Allows Exclusion of Conflicting Proxy Access Shareholder Proposal
Editor's Note: The following post comes to us from Yafit Cohn, Associate at Simpson Thacher & Bartlett LLP, and is based on a Simpson Thacher memorandum. On December 1, 2014, the Securities and...
View ArticleAdvance Notice Bylaws: Trends and Challenges
Editor's Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn client alert by Mr. Gallardo, James Hallowell,...
View ArticleEnsuring the Proxy Process Works for Shareholders
Editor's Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s recent public statement; the full text, including...
View ArticleShareholder Involvement in the Director Nomination Process
Editor's Note: Stephen Erlichman and Catherine McCall are Executive Director and Director of Policy Development, respectively, at Canadian Coalition for Good Governance (CCGG). This post is based on a...
View ArticleProxy Access: The 2015 Proxy Season and Beyond
Editor's Note: Marc S. Gerber and Richard J. Grossman are partners in the Mergers & Acquisitions practice at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden alert....
View ArticleProxy Access Proposals
Editor's Note: Avrohom J. Kess is partner and head of the Public Company Advisory Practice at Simpson Thacher & Bartlett LLP. This post is based on a Simpson Thacher memorandum by Mr. Kess, Karen...
View ArticleCII on Proxy Access
Editor's Note: Elizabeth Ising is a partner and Co-Chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn...
View ArticleProxy Access: Best Practices
Editor's Note: This post is based on a report from the Council of Institutional Investors. The complete publication, including charts, is available here. Related research from the Program on Corporate...
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