The SEC has announced an open meeting for this Wednesday to discuss three items: (a) whether to adopt amendments to eliminate the prohibition against general solicitation and general adve...
The U.S. District Court for the District of Columbia has granted plaintiff American Petroleum Institute and others a motion for summary judgment and thrown out the SEC rules requiring oil...
ISS’ policy change that it may withhold against boards for significant pledging and any hedging by boards and executive officers caused a stir at the beginning of the season. In additio...
The Delaware Court of Chancery upheld the facial validity of exclusive forum-selection bylaw provisions in a recent decision. As we explain in our memo, the opinion is notable for both i...
Delaware Chancery Court Judge Leo Strine ruled earlier this month that the lawsuit against Simon Property Group regarding the CEO’s compensation can proceed. The suit, brought by the Lo...
Yesterday, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws separately adopted by the boards of directors of Chevron...
Recently, in the second of the NYSE Governance and Proxy interview series, I discussed the events this season surrounding proxy disclosure, say-on-pay, activism and proxy advisory firms w...
Last week, Starboard Value, which with nearly 15% of the shares of Office Depot is the company’s largest shareholder, filed a complaint in the Delaware Court of Chancery to order the co...
Three whistleblowers were awarded a total of 15% of the money that the SEC will ultimately collect from its enforcement action against Locust Offshore Management LLC and its CEO, accordin...
Governance surveys indicate that the S&P 500 companies have largely dismantled their takeover defenses and have established so-called “good” governance practices, but that is not the ...
