The Delaware Court of Chancery recently ruled that a form of fee-shifting bylaw linked to exclusive forum provisions is invalid.
Six months after Delaware adopted DGCL Section 109(b) to r...
In October 2016, the SEC proposed rules that would, if adopted, substantially impact proxy contests at U.S. public companies. Under the SEC’s proposal, each party – management and one...
Recently, the Delaware Supreme Court reversed the Court of Chancery in Sandys v. Pincus on findings of director independence at Zynga. The Court of Chancery had dismissed the suit for fa...
As described in our recent memorandum, ISS will be using other financial and operational metrics in addition to TSR in evaluating say-on-pay. In a recently updated FAQ on its executive co...
We recently published a client alert describing the possibility of a rollback of the pay ratio disclosure rule under the new administration.
The pay ratio rule has already produced unfore...
With President-elect Donald Trump’s transition underway, speculation has been rife as to the impact of his Administration and a Republican-controlled Congress on a variety of issues, in...
The SEC’s 2016 report to Congress on its whistleblower program announced that it paid out $57 million in fiscal 2016, more than the total amount awarded during the entire first five yea...
Since the SEC staff first decided that a shareholder proposal asking to amend several terms of an existing proxy access bylaw could not be excluded from a proxy statement, which we previo...
The composition of boards continues to be a focus for investors, and companies are responding by paying increased attention both to who sits on their boards and to enhancing their disclos...
After National Fuel Gas declared GAMCO’s proxy access nomination to be invalid, which we previously discussed here, GAMCO filed amendment no. 10 to its Schedule 13D, announcing that its...
