Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more
Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more
In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more
The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more
Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more
Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
12/26/2013
/ Board of Directors ,
CEOs ,
Chief Compliance Officers ,
Clawbacks ,
Compensation Committee ,
Corporate Counsel ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Sarbanes-Oxley ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more
In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more
12/20/2013
/ Board of Directors ,
Corporate Governance ,
Defective Corporate Acts ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Public Benefit Corporation ,
Shareholder Votes ,
Shareholders ,
Shelf Corporations
Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more
Financial advisors should remain keenly aware that, in recent years, plaintiffs and courts have been more carefully scrutinizing fairness opinions rendered in the context of public M&A transactions. Post-Great Recession, the...more
On September 18, 2013, the SEC commissioners voted 3-2 to propose a new rule that would amend existing executive compensation disclosure rules by requiring public companies to disclose the ratio of a CEO’s annual total...more