In re Numoda Corporation Shareholders Litigation: Delaware court addresses the new Delaware ratification statutes
by Cydney Posner A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which authorize ratification of defective corporate acts by the corporation and the Delaware courts, […]
House Republicans pressure SEC to end court battle over conflict minerals rule
by Cydney Posner According to this article from The Washington Post with Bloomberg, in February, House Financial Services Committee Chair Jeb Hensarling and three other House members (Scott Garrett of New Jersey, Bill Huizenga of Michigan, and Ed Royce of California) sent a letter to SEC Chair Mary Jo White urging […]
Is Corp Fin changing its tune on shareholder proposal exclusions?
by Cydney Posner Copied below is a long excerpt from Broc’s blog on thecorporatecounsel.net, which raises the question of whether Corp Fin’s prior position on 14a-8(i)(9), the exclusion for directly conflicting proposals, is the only position regarding shareholder proposals they are reconsidering this proxy season. Should we expect more “reflecting” […]
Shareholder proposal regarding audit committee composition
by Cydney Posner As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden regarding audit committee composition. It may be worth noting because, while the […]
Study shows benefit of forum selection bylaws
by Cydney Posner A new study from Cornerstone Research demonstrates the benefit of adopting forum selection bylaws. The study reveals that, for the first time since 2008, the majority (60%) of M&A-related litigation was filed in only one jurisdiction, a reversal of the trend that prevailed from 2009 to 2013, when […]
Institutional investors speak out on proxy access and conflicting proposals
by Cydney Posner Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their proxy statements if they directly conflict with management proposals for the same meeting. […]
Speakers comment on exclusion of shareholder proposals as false and misleading, Rule 14a-8(i)(3)
by Cydney Posner At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder proposals that directly conflict with management proposals, also spent a little time […]
ISS announces its position on proxy access and exclusion of shareholder proposals
by Cydney Posner Today, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). Taken together with the views that Glass Lewis has informally already expressed on this issue (which tend to emphasize a more subjective, […]
Survey: institutional investors want return of 25-page proxy statements
by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]
Will the new revenue recognition standard wreak havoc on existing executive compensation arrangements?
by Cydney Posner Compliance Week reports on the “tectonic shift” anticipated to result from implementation of FASB’s new revenue recognition standard and the impact of that shift on executive pay. The new standard is scheduled to go into effect at the beginning of 2017; however, companies that include revenue goals […]
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