The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as follows:
The plaintiff’s complaint pointed...more
In 2015, Section 115 was added to the Delaware General Corporation Law, or DGCL providing that Delaware corporations may adopt bylaws requiring that internal corporate claims be filed exclusively in Delaware. Section 109(b)...more
ISS has announced the adoption of QualityScore, a benchmark of corporate governance. QualityScore was previously known as QuickScore, and before that by the monikers “GRId” and “CGQ.”
For US companies, the following is a...more
11/2/2016
/ Benchmarks ,
Bylaws ,
Corporate Governance ,
Directors ,
Diversity ,
Fee-Shifting ,
Forum ,
Institutional Shareholder Services (ISS) ,
Proxy Access ,
Shareholders ,
Succession Planning ,
Venue
The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more
The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G.
The CDI poses...more
The SEC has approved Nasdaq’s proposed Rule 5250(b)(3) regarding disclosure of so called golden leash arrangements. The Rule requires each listed company to publicly disclose the material terms of all agreements or...more
7/5/2016
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Markets ,
Form 10-K ,
Golden Leash Arrangements ,
Nasdaq ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act:
prohibiting incentive-based payment arrangements that the...more
4/22/2016
/ Banks ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
FDIC ,
FHFA ,
Gramm-Leach-Blilely Act ,
Incentive Compensation ,
NCUA ,
OCC ,
Policies and Procedures ,
Recordkeeping Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Nasdaq and the Republic of Estonia have announced that Estonia’s e-Residency platform will be facilitating a blockchain-based e-voting service to allow shareholders of companies listed on Nasdaq’s Tallinn Stock Exchange,...more
The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more
The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more
7/3/2015
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
New Regulations ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8.
Trinity...more
A coalition of investors submitted a shareholder resolution to Royal Dutch Shell plc. The resolutions titled ‘Strategic Resilience for 2035 and Beyond’ call for company disclosures on:
- ongoing operational emissions...more
The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more
Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more
Wal-Mart has appealed the United States District of Delaware’s decision which denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect...more
ISS previously issued its 2015 policy updates. ISS has now issued FAQs on the independent chair policy and the Equity Plan Scorecard....more
SEC Commissioner Daniel M. Gallagher and Joseph A. Grundfest, Stanford Law School, Rock Center for Corporate Governance, have just published a paper titled “Did Harvard Violate Federal Securities Law? The Campaign Against...more
One of the most frequent questions we get this time of year is issuers asking whether there are any needed updates to director and officer questionnaires. Necessary modifications are usually driven by changes to stock...more
ISS has issued its 2015 policy updates.
Unilateral Bylaw/Charter Amendments -
This policy is new stand-alone policy. Previously these matters were evaluated under the ISS governance failure policy. ISS...more
ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS’ current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies...more
The Office of the Comptroller of the Currency, or OCC, has adopted guidelines, issued as an appendix to its safety and soundness standards regulations, establishing minimum standards for the design and implementation of a...more
In This Issue:
- Forming a Limited Liability Company
- Shelf LLCs
- Series LLCs
- Governance
- Members
- Operating Agreement
- Standards of Conduct
- Distributions
- Merger, Conversion...more