Author Archives: Steve Odland

Duty Of A Board

ByMartin Lipton, Steven A. Rosenblum, Karessa L. Cain, Sabastian V. Niles, Vishal Chanani, Kathleen C. Iannone The ever-evolving challenges facing corporate boards prompts an updated snapshot of what is expected from the board of directors of a major public company … Continue reading

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ISS Final 2018 Voting Policies

November 17, 2017 By Andrew R. Brownstein David A. Katz Andrea K. Wahlquist Sabastian V. Niles S. Iliana Ongun ISS Announces Final 2018 Voting Policies           Proxy advisory firm Institutional Shareholder Services (ISS) has announced its final U.S. voting policies for the 2018 proxy … Continue reading

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2018 Proxy Season

  By Frank Glassner For those who want to start preparing for the 2018 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officers’ Questionnaires We are not aware of any regulatory changes that would … Continue reading

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Three Reasons People Don’t Get a Board Seat

  By Frank Glassner Well-credentialed candidates who are in search of their first board seat routinely approach me and I repeatedly hear the following refrain: “I’ve been trying unsuccessfully to get a board seat for years. None of the advice … Continue reading

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Activism and Board Diversity

Corporate Governance Update:  Activism and Board Diversity David A. Katz and Laura A. McIntosh* Activism at public companies can reduce board diversity, or it can increase it, depending on the circumstances.  In recent years, activist hedge funds have installed dissident … Continue reading

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2017 Proxy Proposals

August 7, 2017   With thanks to Gibson, Dunn & Crutcher LLP A. Shareholder Proposals Submitted 1. Overview For 2017 shareholder meetings, shareholders have submitted approximately 827 proposals, which is significantly less than the 916 proposals submitted for 2016 shareholder … Continue reading

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Common-Sense Capitalism

July 27, 2017 Corporate Governance Update: Common-Sense Capitalism David A. Katz and ∗ Laura A. McIntosh Recent developments in corporate governance indicate a welcome emphasis on common sense principles. Over the past year, leaders of prominent companies and institutional investment … Continue reading

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Boards Should Focus On The Long Term

Martin Lipton Daniel Bulaevsky June 30, 2017 The Classified Board Duels           Professor Lucian Bebchuk has engaged in two rounds of law-review-article duels with Professor Martijn Cremers and Professor Simone Sepe over classified boards.  The weapons were statistics (and common … Continue reading

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Boards Should Focus On Cybersecurity

David A. Katz and Laura A. McIntosh*           Recent global cyberattacks have rudely reminded corporate America that cybersecurity risk management must be at the top of the board of directors’ corporate governance agenda.  Companies have no choice but to prepare … Continue reading

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Managing For The Long-Term

https://hbr.org/2017/05/managing-for-the-long-term The Error at the Heart of Corporate Leadership Joseph L. Bower Lynn S. Paine CONCLUSION The time has come to challenge the agency-­based model of corporate governance. Its mantra of maximizing shareholder value is distracting companies and their leaders … Continue reading

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