Category: Board Governance and Compensation

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

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

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...

Unexpected Risks of Early Exercise Incentive Stock Options

Board Governance and Compensation / Compensation Committees / Equity Compensation / Executive Compensation and Disclosure

19 Apr, 2017

Unexpected Risks of Early Exercise Incentive Stock Options

Companies that permit the grant of early exercise incentive stock options (“ISOs”) do so primarily to limit the impact of the alternative minimum tax (“AMT”). However, due to fairly counterintuitive tax regulations, structuring options in this fashion can expose optionees to negative tax consequences in the event of a disqualifying disposition. Read more about the tax effects of early exercise ISOs and how the tax...

Board Governance and Compensation / Proxy Statements and Annual Meetings / Shareholder Activism

2 Dec, 2016

Recent Developments in Proxy Access

As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream proxy access bylaws up for a shareholder vote, were largely successful in being able to exclude shareholder proposals to adopt proxy access bylaws on the grounds that such proposals...

Glass Lewis Releases Its 2017 Policy Guidelines

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

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...

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

Board Governance and Compensation / Proxy Statements and Annual Meetings

18 Nov, 2016

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

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...

A Call to Action: Leading Executives issue “Commonsense Principles of Corporate Governance”

Board Governance and Compensation / Corporate Governance Committees, Policies and Practices / Investor Relations and Communications

22 Jul, 2016

A Call to Action: Leading Executives issue “Commonsense Principles of Corporate Governance”

Citing the importance of publicly owned companies to the U.S. economy, a group of thirteen leading executives issued a set of principles, on July 21, 2016, outlining their vision for the critical elements of good corporate governance. The report, entitled, Commonsense Principles of Corporate Governance, was signed by a diverse group of executives ranging from Jamie Dimon, JP Morgan Chase; Warren Buffett, Berkshire Hathaway, Inc.;...

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Board Governance and Compensation / SEC Rulemaking / Shareholder Activism

5 Jul, 2016

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

Do your directors have a “golden leash”? If so, NASDAQ-listed companies will be required to publicly disclose those arrangements as a result of newly adopted rules. “Golden leash” arrangements are compensation arrangements between activist shareholders and their director nominee in connection with his or her service on, or candidacy for, a company’s board of directors, usually in connection with a proxy fight. In a typical...

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

Board Governance and Compensation

11 Apr, 2016

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure: https://www.dorsey.com/newsresources/publications/client-alerts/2016/04/investors-mandatory-retirement-age-and-tenure

Disclaimer

By accessing the Governance & Compliance Insider blog, you are requesting information. The information you are requesting is not legal advice, advertising or solicitation. Transmission and receipt of the materials on the blog do not constitute legal advice, establish an attorney-client relationship, or create any duty of Dorsey to any reader. An attorney-client relationship with Dorsey may be established only by an engagement letter signed by a Dorsey lawyer. Information sent to Dorsey by persons who are not clients of the firm is not subject to any duty of confidentiality on the part of the firm.

The information on the blog may be changed without notice and is not guaranteed to be complete, correct or up-to-date, and may not reflect the most current legal developments. The opinions expressed on the blog are the opinions of the authors only and not those of Dorsey.

ATTORNEY ADVERTISING
Some of the content on this blog is considered Attorney Advertising under the applicable rules of certain states. Results depend on a number of factors unique to each matter. Prior results do not guarantee a similar outcome.

Governance &
Compliance Insider