Dodd-Frank Public Companies and Securities
SEC Releases New Say-on-Pay CD&I
Executive Compensation, Public Companies and Securities On February 13, 2012, the SEC released new CD&I 169.07, which provides guidance on appropriate descriptions of the say-on-pay advisory vote required by Rule 14a-21 under the Exchange Act. CD&I 169.07 provides examples of proxy card advisory vote descriptions that would and would not be “consistent with Rule 14a-21’s requirement for shareholders to be given [...] Read more →
Goldman and Morgan Stanley Negotiate Withdrawal of Shareholder Clawback Proposal
Public Companies and Securities We previously reported Morgan Stanley sought to exclude a shareholder proposal submitted on behalf of the Comptroller of the City of New York as custodian and a trustee of several... Read more →
OIG’s Follow-Up Review of Cost-Benefit Analyses in Selected SEC Dodd-Frank Act Rulemakings
Public Companies and Securities, Uncategorized In June 2011, the SEC Office of Inspector General released a Phase I report on the results of its initial assessment of the cost-benefit analyses conducted for six rulemakings.... Read more →
ISS Releases 2012 Compensation Policy FAQs
Executive Compensation, Public Companies and Securities On January 25, 2012, Institutional Shareholder Services Inc. (ISS) released a set of frequently asked questions relating to its analysis of compensation policy issues for 2012... Read more →
Is Proxy Access the Best Defense to Proxy Access?
Public Companies and Securities Western Union received a shareholder proposal under Rule 14a-8 from Norges Bank. The proposal includes a resolution, the adoption of which by Western Union’s stockholders... Read more →
NYSE Announces Further Limitations on Broker Voting
Broker-Dealer, Public Companies and Securities Under New York Stock Exchange Rule 452, certain matters to be voted on at board meetings of NYSE member organizations were designated as “Broker May Vote” by the NYSE in its... Read more →
Progress on Global Legal Entity Identifier Initiative
Banking, Broker-Dealer, Insurance, Public Companies and Securities During the financial crisis, market participants and regulators did not have the information they needed to assess exposures to risky or failing companies globally. In the United... Read more →
Company Seeks Exclusion of Shareholder Proposal Relating to Clawbacks
Executive Compensation, Public Companies and Securities Morgan Stanley seeks to exclude the following shareholder proposal submitted on behalf of the Comptroller of the City of New York as custodian and a trustee of several pension... Read more →
Say-on-Pay Did Not Change State Law Fiduciary Duties According to Federal Court
Executive Compensation, Public Companies and Securities The case of Dennis v. Hart, before the U.S. District Court for the Southern District of California, is another recent decision regarding litigation resulting from a say-on-pay... Read more →
Corporations Challenge Proxy Access Proposals
Public Companies and Securities Textron and Wells Fargo have filed for SEC no action letters asking the SEC staff to take a no-action position to permit omission of shareholder proposals requesting the... Read more →