Latest Dodd-Frank Posts
#MeToo Clauses Being Added to Merger Agreements
Employment, M&A, Public Companies and Securities Some merger agreements are starting to include representations and warranties regarding the absence of allegations of sexual harassment against senior officials. Some examples follow. Brookfield Asset Management’s acquisition of Forest City Realty To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment have been made to the Company […] Read more →
SEC Issues C&DIs on Exempt Solicitations
Public Companies and Securities We recently noted a shareholder proponent had been making aggressive use of Notices of Exempt Solicitation on EDGAR. Exchange Act Rule 14a-6(g)(1) requires that any person who... Read more →
SEC Staff to Hold Roundtable on the Proxy Process
Public Companies and Securities In 2010, the SEC issued a concept release seeking public comment on whether the U.S. proxy system as a whole operates with the accuracy, reliability, transparency, accountability,... Read more →
ISS Launches Annual Global Policy Survey
Public Companies and Securities ISS has launched its annual global policy survey which often foreshadows changes to its voting guidelines. As in 2017, this year’s survey is being conducted in two parts,... Read more →