Wachtell Lipton discusses SEC Regulatory Guidance on Proxy Advisory Firms and Proxy Voting Responsibilities

Yesterday the Staff of the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued regulatory guidance (in the form of a user-friendly Q&A) concerning the proxy voting responsibilities of investment advisers (such as fund managers), the … Read more

ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws

In the latest instance of proxy advisors establishing a governance standard without offering evidence that it will improve corporate governance or corporate performance, ISS has adopted a new policy position that appears designed to chill board efforts to protect against … Read more

Editor's Tweet | Comment  
Editor's Tweet: ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws

Wachtell Lipton on ISS Addressing Dissident Director Compensation Bylaw

ISS Proxy Advisory Services recently recommended that shareholders of a small cap bank holding company, Provident Financial Holdings, Inc., withhold their votes from the three director candidates standing for reelection to the company’s staggered board (all of whom serve on … Read more

Wachtell Lipton discusses Commissioner Gallagher’s Critiques of Proxy Advisory Firms

In a speech last week to the Society of Corporate Secretaries & Governance Professionals, SEC Commissioner Daniel M. Gallagher voiced “grave concerns,” which we have long shared, as to “whether investment advisers are indeed truly fulfilling their fiduciary duties … Read more

Editor's Tweet | Comment  
Editor's Tweet: Wachtell Lipton discusses Commissioner Gallagher's Critiques of Proxy Advisory Firms

Wachtell Proposes Bylaw to Ward Off Threat of Conflicted Directors

This year, the practice of activist hedge funds engaged in proxy contests offering special compensation schemes to their dissident director nominees has increased and become even more egregious.  While the terms of these schemes vary, the general thrust is that, … Read more

Editor's Tweet | 3 Comments  
Editor's Tweet: Wachtell Proposes Bylaw to Ward Off Threat of Conflicted Directors http://wp.me/p2Xx5U-XC
trevor-norwitz

Institutional Investors Should Not Facilitate Corporate “Ambushes”

The following post comes to us from Trevor Norwitz, a partner at Wachtell, Lipton, Rosen & Katz in New York and a lecturer-in-law at Columbia Law School: 

In the upcoming proxy season, shareholders at several major corporations will be asked … Read more

Editor's Tweet | Comment  
Editor's Tweet: Wachtell's Trevor Norwitz explains why institutional investors should not facilitate corporate "ambushes."

“Don’t Ask, Don’t Waive Standstills” Revisited (Rapidly)

In a second Chancery transcript ruling on the subject in recent weeks, Chancellor Leo E. Strine, Jr. has made clear that Delaware has no per se rule against “Don’t Ask, Don’t Waive” standstill provisions (which prohibit a party subject to … Read more

Editor's Tweet | Comment  
Editor's Tweet: Wachtell Lipton partners opine on Delaware's two recent rulings on "Don't Ask, Don't Waive" provisions (Ancestry.com and Complete Genomics)