The Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) recently published Staff Legal Bulletin No. 14I (SLB 14I), which provides important new and timely guidance for companies and...more
As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more
On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more
6/12/2017
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Pending Legislation ,
Proxy Advisory Firms ,
Repeal ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more
12/3/2016
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Proxy Season ,
Shareholder Proposals ,
Special Meetings ,
Universal Proxy Cards ,
Written Consent
Encouraged by the success of proxy access proposals in the 2015 proxy season, shareholder proponents have submitted almost 200 proxy access shareholder proposals for 2016 annual meetings. As of mid-June, approximately 65...more
Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more
12/12/2015
/ Annual Meeting ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The Division of Corporation Finance of the U.S. Securities and Exchange Commission (Staff) recently published Staff Legal Bulletin No. 14H (SLB), which provides important new guidance for companies that may receive...more
10/29/2015
/ Conflicting Proposals ,
Manager Proposals ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Rule 14a-8(i)(7) ,
Rule 14a-8(i)(9) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Wal-Mart
On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more
10/7/2015
/ Board of Directors ,
Continuous Holder Requirement ,
Director Nominations ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Proxy Access Rule ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholder Votes ,
Stock Ownership
Although the 2015 annual meeting season is still winding down, there is no doubt that proxy access has gained considerable momentum and will remain a front-and-center corporate governance issue for the foreseeable future. For...more
The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more
4/16/2015
/ Appeals ,
Board of Directors ,
Corporate Governance ,
Ordinary Business Exception ,
Permanent Injunctions ,
Proxy Statements ,
Reversal ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Wal-Mart
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
12/9/2014
/ Annual Meeting ,
Bylaws ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fee-Shifting ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more
2/19/2013
/ Annual Meeting ,
Audits ,
Compensation Committee ,
Compensation Consultant ,
Conflict Mineral Rules ,
Conflicts of Interest ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Iran Threat Reduction and Syria Human Rights Act ,
Listing Standards ,
PCAOB ,
Political Contributions ,
Proxy Season ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
XBRL Filing Requirements