Author: Kimberley R. Anderson

Kimberley R. Anderson

Kimberley helps clients achieve key business goals through securities offerings and acquisitions and guides public companies through corporate governance and disclosure requirements.

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Board Governance and Compensation / Compensation Committees / Equity Compensation

2 Jan, 2018

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

Kimberley R. Anderson

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense.[1] According to the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, when equity awards are granted to directors under a stockholder-approved equity incentive plan that gives...

Proxy Statements and Annual Meetings

4 Dec, 2017

Upcoming CLE Seminar: Preparing for the 2018 Proxy Season

Kimberley R. Anderson

On Tuesday, December 12, Dorsey will present our annual review of developments and disclosure requirements for the upcoming proxy season, including practical advice on how to prepare your proxy statement and annual report in 2018. Click here for more information or to register to attend in-person or via webinar: https://sites-dorsey.vuture.net/76/665/november-2017/12-12-preparing-for-the-2018-proxy-season(2).asp.

Exchange Act Reporting and Disclosure Effectiveness / Legislative Actions

15 Nov, 2017

Do You Need a Risk Factor for Proposed U.S. Federal Income Tax Reform?

Kimberley R. Anderson

Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional limitations on the deductibility of interest, the migration from a “worldwide” system of taxation to a territorial system, and the use of certain border adjustments. Foreign corporations with U.S. operations may...

Audit Committees and Independent Auditors / Exchange Act Reporting and Disclosure Effectiveness / Legislative Actions

9 Jun, 2017

Smaller Issuer Relief in the Financial CHOICE Act

Kimberley R. Anderson

As noted in the earlier post, the House passed the Financial CHOICE Act yesterday. While the headline-grabbing aspects of the Financial CHOICE Act relate to a repeal of the Volcker Rule and reducing the authority of the Consumer Financial Protection Bureau, there are some other interesting tidbits relating to public company disclosure, including two that would provide significant relief for smaller issuers. However, the Financial...

Board Governance and Compensation / Executive Compensation and Disclosure / Legislative Actions / Proxy Statements and Annual Meetings

9 Jun, 2017

Say-on-Pay Voting Frequency ― The Financial CHOICE Act Adds Uncertainty to the Process

Kimberley R. Anderson

The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read. While current disclosure requirements have become too lengthy and cumbersome in many respects, the proposed change to Say-on-Pay voting frequency requires a materiality determination that may...

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Proxy Statements and Annual Meetings

18 Nov, 2016

Glass Lewis Releases Its 2017 Policy Guidelines

Kimberley R. Anderson

Glass Lewis released its updated policy guidelines for the 2017 proxy season for several countries, including the United States and Canada.  The most significant change in the United States guidelines relates to director overboarding and was expected.  The changes to the United States guidelines include: Director Overboarding Policy As indicated in last year’s guidelines, in 2017, Glass Lewis will generally recommend voting against a director...

Board Governance and Compensation / Proxy Statements and Annual Meetings

18 Nov, 2016

Act Now! Glass Lewis Opens Its Issuer Data Report Service Enrollment

Kimberley R. Anderson

On November 17, 2016, Glass Lewis opened enrollment for its 2017 Issuer Data Report (IDR) program.  This program will cover companies in the United States, Canada, United Kingdom, Switzerland, Norway and all EU countries on a first-come, first-served basis.  Space is limited, so the enrollment will close on the earlier of January 6, 2017, or as soon as the annual limit for each of the...

Proxy Statements and Annual Meetings / SEC Rulemaking / Shareholder Activism

1 Nov, 2016

SEC Proposes Universal Ballots in Contested Elections

Kimberley R. Anderson

On October 26, 2016, in a split vote, the SEC proposed the mandated use of universal ballots in contested director elections at annual meetings. The proposed rules were controversial even before they were proposed – the House of Representatives approved a spending bill this summer that included a provision prohibiting the SEC from proposing or implementing the use of the universal ballots in contested elections....

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This blog, published by the attorneys of Dorsey & Whitney LLP’s Corporate Governance & Compliance Practice Group, tracks the latest developments, trends and best practices in compliance, corporate governance, and disclosure.

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Managing Editors

Cam C. HoangCam C. Hoang

Cam helps clients with corporate matters including governance and...

Jason BrenkertJason Brenkert

Jason assists clients in raising funds through capital mar...

Kimberley R. AndersonKimberley R. Anderson

Kimberley helps clients achieve key business goals through securi...

Disclaimer

This blog is not legal advice, but contains general information not applicable to specific matters. We are not acting as your legal counsel unless separately retained in a written agreement signed by us.