Category Archives: Corporate Governance

New Paradigm for Directors 2017

Some Thoughts for Boards of Directors in 2017 By Martin Lipton, Steven A. Rosenblum and Karessa L. Cain December 6, 2016 I. Introduction Some Thoughts for Boards of Directors in 2017 The evolution of corporate governance over the last three … Continue reading

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ISS’s 2017 Policy Survey Results

   October 4, 2016 ISS’s 2017 Policy Survey Results           Institutional Shareholder Services (ISS) recently published the results of its annual survey of investors and companies, which it uses to inform possible changes to its proxy voting policies. As issuers … Continue reading

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UK Parliament Begins Governance Inquiry

The Business Innovation and Skills Committee of Parliament has begun an inquiry into corporate governance.  It has invited comments on directors duties, executive pay and composition of boards with a list of questions in each category.           In announcing the … Continue reading

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Taking Short-Termism Seriously

September 12, 2016 In a recent blog post on the Conference Board Governance Center’s website, “Activists Are Not the Culprit:  So Don’t Shoot the Messenger,” Charles Nathan argues that criticism of short-termism is simultaneously misguided and hopeless.  We agree with … Continue reading

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Corporate Culture and the Role of Boards

July 22, 2016 Corporate Culture           The Financial Reporting Council has published a report on Corporate Culture and the Role of Boards that is as applicable to U.S. companies as it is to U.K. companies—indeed, it is applicable to all … Continue reading

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SEC Issues New Guidance on Non-GAAP Measures

May 20, 2016 The SEC Issues New Cautionary Guidance on Non-GAAP Financial Measures By Andrew R. Brownstein David A. Katz Edward J. Lee Sabastian V. Niles           This week, the SEC’s Division of Corporation Finance released updated Compliance and Disclosure Interpretations … Continue reading

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Questioning the ISS Study on the Impact of Board Leadership Structures on CEO Pay

By Lizanne Thomas, Jones Day •  ISS did not provide transparency into its backup information and data. • ISS seemingly overlooked the reality that a company’s performance has a more statistically significant impact on CEO pay than board leadership. • … Continue reading

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SEC Grants No-Action Relief on Proxy Access Proposals

SEC Grants No-Action Relief on Proxy Access Proposals By Dorsey & Whitney LLP February 25, 2016 Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued … Continue reading

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Forum Selection Bylaw Upheld

By William Savitt, David E. Shapiro, Anitha Reddy April 8, 2016 Forum-Selection Bylaws — Another Brick in the Wall The Superior Court of California for the County of Los Angeles has added to a growing judicial consensus that forum-selection bylaws … Continue reading

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Incentive For Long-Term Investment Is Broken

March 14, 2016 Succeeding in the New Paradigm for Corporate Governance By Martin Lipton, Sabastian V. Niles, Sara J. Lewis           Recognizing that the incentive for long-term investment is broken, leading institutional investors are developing a new paradigm for corporate governance that prioritizes … Continue reading

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