According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more
As reported in the WSJ, the National Association of Corporate Directors advises that boards ask their companies’ chief information security officers some pointed questions about cybersecurity risks. Often, boards just ask...more
CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation actually impairs professional skepticism....more
What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before...more
Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some...more
As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more
In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods....more
The National Association of Corporate Directors has just released “Critical Issues for Board Focus in 2015.” The issues list was developed following the NACD’s dialogues with a number of major institutional investors and...more
Earlier this month, the editors of Bloomberg published “Companies Can’t Afford Not to Have Women on Boards,” an editorial that advocated the importance of increasing the number of women directors, contending that the paucity...more
It now appears that the Delaware court will not address the as-applied validity of a fee-shifting bylaw in the case involving Hemispherx. (As discussed in this post and this Cooley Alert, the Delaware Supreme has already...more