Ropes & Gray Discusses SEC Guidance on Effectiveness of Form S-3s Before Proxy Statement Filing

By Craig Marcus, Thomas Fraser, Christopher Capuzzi and Kunle Deru April 11, 2025 by renholding

The Bottom Line

Form S-3 registration statements filed by issuers who are not well-known seasoned issuers may now be declared effective before the filing of the proxy statement containing Part III information that was properly omitted from the issuer’s timely

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Mayer Brown Discusses ISS Halt to Diversity-Based Voting Recommendations

By Anna T. Pinedo, Jennifer Zepralka and Alexandria Hasenkamp April 8, 2025 by renholding

On February 11, 2025, Institutional Shareholder Services, Inc. (ISS) announced that it will be halting consideration of certain diversity factors indefinitely when making vote recommendations with respect to the election and re-election of U.S. company directors under its Benchmark and …

Cooley Discusses SEC Charges Against Director for Failing to Disclose Lack of Independence

By Cydney Posner October 10, 2024 by renholding

Last week, the SEC announced settled charges against James R. Craigie, a former CEO, Chair and board member of Church & Dwight Co. Inc., an NYSE-listed “manufacturer of consumer-packaged goods,” for “violating proxy disclosure rules by standing for election as …

Skadden Discusses Delaware Decisions on Controller Transactions, Standards of Review, and Disclosure Obligations

By Edward B. Micheletti, Peyton V. Carper and Emily A. Nowlan July 10, 2024 by renholding

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a conflicted controller will invoke entire fairness …

Does SEC Commissioner Want to Kill Shareholder Proposals?

By Michael R. Levin July 12, 2023 by renholding

Based on his recent speech to the Society for Corporate Governance, it certainly seems as if SEC Commissioner Mark Uyeda would welcome an end to shareholder proposals. He proposes ideas that would empower companies to limit severely how shareholders could …

SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8

By Mark T. Uyeda June 28, 2023 by renholding

Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and

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Milbank Discusses Universal Proxy and “Horizontal” Conflicts

By Neil Whoriskey May 10, 2023 by renholding

There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies.

First, the rule allows voting stockholders to make their own ad hoc choice of …

Making Audit Committee Disclosure More Transparent Requires Investor Feedback

By Lauren Cunningham, Sarah Stein, Kim Walker and Karneisha Wolfe January 12, 2023 by renholding

The role of the audit committee in a company’s board of directors has changed significantly since the passage of the Sarbanes-Oxley Act of 2002 (SOX). Traditionally, audit committees have overseen the company’s independent auditor, the internal audit function, and other …

Do Investors Prefer Women CEOs at Firms Targeted by Activists?

By Scott C. Jackson, Chris Agoglia and Dave Piercey April 22, 2022 by renholding

Shareholder activism is playing a larger role than ever in companies’ decisions about their operations and reporting, with over 4,600 firms targeted worldwide from 2013 to 2018. Shareholder activists can have several motives for going after a company, from trying …

Compensation Disclosure: A Study Based on Semantic Similarity

By Maclean Gaulin and Xiaoxia Peng December 15, 2021 by renholding

How companies determine executive compensation plays a critical role in corporate governance by helping recruit, motivate, and retain key employees. Not surprisingly, it has attracted broad attention from academics, investors, regulators, and the general public. In a recent study, we …

Disclosure Procedure

By Andrew Jennings September 13, 2021 by renholding

Each year, U.S. public companies spend millions of people-hours producing the securities disclosures that undergird public capital markets. But relatively little is known about how firms produce such consequential information, including whether they are spending too much, too little, or …

Goodwin Procter Discusses Shareholder Suits to Increase Board Diversity

By Alexis Coll-Very, Deborah S. Birnbach and Jade T. White November 17, 2020 by Nisha Chandra

A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other types of diversity, …

Economic Consequences of Corporate Governance Disclosure

By Ole-Kristian Hope and Haihao Lu August 19, 2019 by renholding

Related party transactions (RPTs) refer to a transfer of resources, services, or obligations between a reporting entity and a related party and usually offer insiders a way to expropriate wealth from other investors via self-dealing. Both the Financial Accounting Standards …

Wachtell Lipton Discusses Investor Engagement in the New Paradigm for Corporate Governance

By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain and Sabastian V. Niles February 13, 2018 by charlesbluesky

The accelerated interest in sustainability, ESG, corporate social responsibility and investment for long-term growth and value creation (the new paradigm) as most cogently exemplified by Value Act’s newly formed Spring Fund focusing on promoting environmental and social goals of the

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Excluding Shareholder Proposals: When Ratification Creates a Direct Conflict

By Keith F. Higgins January 15, 2018 by renholding

The annual scrum between companies and shareholders seeking to have their proposals included in the company’s annual proxy statement is well underway. One of the bases upon which a company may exclude a shareholder proposal from its proxy statement is …

Family First: How Nepotism Lowers Investment at U.S. Firms

By Fabrizio Leone, Gianpaolo Parise and Carlo Sommavilla August 25, 2016 by renholding

Family does matter in the United States. Census data indicate that more than 20 percent of men have worked for the same employers as their fathers, while a recent New York Times article suggests that the sons of senators have …

Sullivan & Cromwell Discusses How Companies Should Prepare for Potential Proxy Disclosure Litigation

By Glen T. Schleyer, Matthew M. Friestedt, Brian T. Frawley, Richard C. Pepperman II, J. Michael Snypes, Jr. and Jane Y. Wang March 26, 2013 by Jason Parsont

Plaintiffs’ attorneys have continued to bring, or threaten, litigation against U.S. companies following the filing of their annual proxy statements. These complaints generally allege disclosure deficiencies in connection with the approval of equity compensation plans and/or the advisory shareholder “say-on-pay” …

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