Amnesty International and Global Witness scold companies for poor performance in complying with conflict minerals rule
by Cydney Posner Amnesty International and Global Witness have posted a paper, “Digging for Transparency,” evaluating the performance by 100 public companies in their inaugural season of conflict minerals reporting. The overall reaction: major disappointment.
Efforts to reform executive compensation follow the law of unintended consequences
by Cydney Posner Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation package for CEOs in the U.S. rose nearly 13 […]
Will Congress shorten the 10-day window applicable to filing Schedule 13D?
by Cydney Posner Several public watchdog organizations have sent a letter to the leaders of two congressional committees urging that Congress take action to shorten the 10-day filing period applicable to Schedule 13D. The long window applicable to Schedule 13D, which was originally adopted to promote transparency, is now, they […]
Third Circuit allows Wal-Mart to exclude Trinity’s proposal from its 2015 proxy statement
by Cydney Posner No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc (see this post) than I find that the Third Circuit has just issued an Order in the case, vacating the injunction that had been issued against Wal-Mart. As a result, Wal-Mart will […]
Third Circuit hears oral argument in Trinity Wall Street v. Wal-Mart Stores
by Cydney Posner Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary business operations” exclusion, Rule 14a-8(i)(7), to exclude Trinity’s shareholder proposal from […]
Corporation Section of Delaware bar approves amendments re fee shifting and forum selection, substantially as proposed, and some other stuff
by Cydney Posner The Corporation Law Section of the Delaware Bar has approved, substantially as proposed, the amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post.) Accordingly, it is anticipated that […]
Is there a gaping hole in the proposed Delaware legislation on fee-shifting bylaws?
by Cydney Posner Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware legislation on fee-shifting bylaws and finds it wanting.
Companies breathe sigh of relief — FASB to propose deferral of effective date of new revenue recognition standard
by Cydney Posner According to FASB’s “Tentative Board Decisions,” the FASB board decided yesterday to defer the effective date of the new revenue recognition standard by one year. As a result, public companies will need to apply the new revenue standard for annual reporting periods beginning after December 15, 2017 (i.e., […]
SEC brings enforcement action for use of confidentiality agreements that impede whistleblowers
by Cydney Posner Well, the folks in the SEC’s whistleblower office were looking for a case to bring and it looks like they found one. As indicated in this press release, today, the SEC announced that it had brought “its first enforcement action against a company for using improperly restrictive […]
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