Are we aligning pay to the wrong performance metrics?
by Cydney Posner As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design,” by Organizational Capital Partners and the Investor Responsibility Research Center Institute, contends that most companies are using the wrong metrics to align executive pay with performance. Rather […]
Chief Justice Strine: in praise of benefit corporations
by Cydney Posner In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors are entitled to take into consideration the interests of constituencies other than shareholders […]
In case you missed it….
by Cydney Posner Here is a link to an excellent story in the Sunday NYT that takes a more in-depth look into the consequences of hedge fund activism –not just on the company, but also on the community where the business is located. As the author notes, the “tale of […]
SEC, Amnesty and others file briefs in support of upholding the conflict minerals disclosure requirement
by Cydney Posner In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. The order of the Circuit Court directed the parties to file supplemental briefs […]
Proxy access — is private ordering now taking front and center stage?
by Cydney Posner As reported by thecorporatecounsel.net blog, on December 1, the SEC staff granted the no-action request of Whole Foods Market, Inc., allowing the company to omit from its proxy statement a non-binding shareholder proposal to permit proxy access. The proposal was submitted by James McRitchie, who delegated all authority […]
Court precludes omission of shareholder proposal, after SEC staff permits exclusion
by Cydney Posner In Trinity Wall Street v. Wal-Mart Stores, Inc., a federal district court in Delaware granted injunctive relief precluding omission of a shareholder proposal from Wal-Mart’s proxy statement, notwithstanding the SEC staff’s no-action position permitting exclusion of the proposal. That’s a much simplified version of the case, but […]
Disclosure Modernization and Simplification Act of 2014
by Cydney Posner This week, the House passed the “Disclosure Modernization and Simplification Act of 2014.” Among other things, the bill would require the SEC: To adopt regs to permit issuers to submit a summary page to the Form 10-K that cross-references to the related material contained in the Form […]
CII and pension funds make their voices loud and clear over fee-shifting bylaws
by Cydney Posner As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over fee-shifting bylaws, sending letters to the governor of Delaware, the chair of the […]
Some ways to shorten 10-Ks and 10-Qs
by Cydney Posner I loved this column from Compliance Week by Scott Taub, former deputy chief accountant and former acting chief accountant at the SEC. It’s full of common sense ideas about how to shorten 10-Ks and 10-Qs, both of which seem to grow exponentially longer every year. Making them shorter […]
Cyberthieves collect confidential information, apparently to conduct insider trading
by Cydney Posner Here is an unnerving warning from FireEye, a cybersecurity firm, discussed in this article from MarketWatch, regarding a sophisticated, native-English-speaking group, designated FIN4, that has targeted almost 100 public companies, primarily healthcare and pharma, to compromise their confidential information. What’s unusual here is that the apparent purpose of […]
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