Senate bill introduced to reform 13D reporting by closing “loophole” exploited by activist hedge funds
by Cydney Posner Soon after the Wausau Paper Company was targeted by a hedge fund activist in 2011, Wausau’s paper mill in Brokaw, Wisconsin was shuttered by the embattled company. The mill had been established at the end of the 19th century and, since its founding, had provided employment for […]
Corp Fin allows exclusion of a conflicting shareholder proposal under Rule 14a-8(i)(9): does it represent a strategy for the future?
by Cydney Posner Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting proposals. It turns out that what they had […]
We identified our shareholder proposal on our proxy card as “Shareholder Proposal.” Does that work?
by Cydney Posner Uh, no. In a new CDI, Corp Fin tells us how not to identify proposals on proxy cards, particularly shareholder proposals. Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” But, when it comes to shareholder […]
Is it a mistake to insist that CEO pay be performance-based?
by Cydney Posner It goes without saying that, to many, the sine qua non of executive compensation is performance-based pay. From proxy advisory firms to institutional holders to the drafters of Dodd-Frank, the question of whether CEO compensation is aligned with performance is a key measure of whether compensation is […]
Nasdaq resubmits proposal for disclosure of “golden leash” arrangements
by Cydney Posner On March 15, Nasdaq resubmitted its “golden leash” disclosure proposal to the SEC. As discussed in this Pubco post, the proposal, which originally was rejected on technical grounds, relates to third-party compensation of directors in connection with their candidacy for or service on company boards. These “golden leash” […]
Is it just a brush-back pitch or will the SEC take steps to rein in the use of non-GAAP financial measures?
by Cydney Posner Reporting on an industry conference sponsored by the U.S. Chamber of Commerce, the WSJ advises that SEC Chair Mary Jo White is considering whether to restrict the use of non-GAAP financial measures. In a speech to the conference, Chair White advised the audience that “[y]our investor relations folks, your […]
ISS study shows board leadership structure affects CEO compensation
by Cydney Posner According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure among S&P 500 companies, with 51% of companies combined the roles […]
In re Sanofi: 2d circuit considers misleading statements of opinion after Omnicare
by Cydney Posner In an early appellate decision applying Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a three-judge panel of the 2d Circuit, on March 4, issued its opinion in In re Sanofi. The plaintiffs in that case had alleged that defendants’ material omissions regarding a drug candidate – […]
Where you stand on CEO comp depends on where you sit
by Cydney Posner CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay it). According to the paper, two 2016 surveys, by the Rock […]
Nasdaq proposes “golden leash” disclosure, but will it prohibit the practice?
by Cydney Posner At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash” arrangements. Golden leash arrangements are most common in connection with board nominations […]
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