Monthly Archives: July 2015

Risk Management and the Board of Directors

July 27, 2015 Risk Management and the Board of Directors By Martin Lipton, Daniel A. Neff, Andrew R. Brownstein, Steven A. Rosenblum, Adam O. Emmerich, Sebastian L. Fain, David J. Cohen I. INTRODUCTION Overview Corporate risk taking and the monitoring … Continue reading

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The Changing Dynamics of Governance and Engagement

The attached article, Corporate Governance Update: The Changing Dynamics of Governance and Engagement, was published in the New York Law Journal on July 22, 2015. July 23, 2015 Corporate Governance Update: The Changing Dynamics of Governance and Engagement David A. … Continue reading

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COMPENSATION PAID TO CONTROLLING SHAREHOLDERS SUBJECT TO BUSINESS JUDGMENT

EXECUTIVE COMPENSATION PAID TO CONTROLLING SHAREHOLDERS SUBJECT TO BUSINESS JUDGMENT REVIEW WHEN APPROVED BY AN INDEPENDENT COMMITTEE July 20, 2015 Recently, Steve Quinlivan of Stinson Leonard Street LLP authored a piece on Dodd-Frank.com: Members of the Dolan family hold 73% of the … Continue reading

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INVESTOR ACCESS TO INDEPENDENT DIRECTORS

July 14, 2015 Responding to Institutional Investor Requests for Access to Independent Directors           Recent statements by BlackRock, State Street, Vanguard and other institutional investors clearly articulate their expectation that companies should provide access to independent directors and should adopt … Continue reading

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SEC Proposes Compensation Clawback Rules

Wachtell, Lipton, Rosen & Katz July 2, 2015 SEC Proposes Compensation Clawback Rules           The SEC yesterday proposed its long-awaited compensation clawback rules under the Dodd-Frank Act. The proposed rules would require public companies to adopt and enforce compensation recovery … Continue reading

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