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GE Adopts Proxy Access Bylaw

The Ticker

February 20, 2015

General Electric announced that it amended its bylaws to allow a shareholder or a group of up to 20 shareholders that has owned three percent or more of the company’s stock for at least three years to nominate and include in the company’s proxy materials directors constituting up to 20 percent of the board. 

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Cybersecurity as a Board Priority

The Ticker

February 6, 2015

In the wake of headline-making cyber breaches and class action lawsuits for data losses, companies face growing scrutiny and evolving legal and regulatory standards.

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Company’s 10-K Disclosure of Legal Proceedings Leads to Employee Retaliation Claim

The Ticker

February 6, 2015

A recent Seventh Circuit decision suggests public companies should take care when disclosing employment-related litigation.

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SEC Okays Five-Day Period for Certain Tender Offers

The Ticker

February 6, 2015

Typically, a public offer to purchase a substantial amount of a company’s debt or equity securities must remain open for 20 business days, in order to allow holders sufficient time to make an informed decision to participate.

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Glass Lewis Shares Views on Proxy Access Proposals

The Ticker

February 6, 2015

Glass Lewis, a prominent proxy advisory firm, has now added its views to the proxy access battlefront.

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Second Circuit Says Failure to Meet MD&A Requirements Can Lead to 10b-5 Liability

The Ticker

January 23, 2015

In Stratte-McClure v. Morgan Stanley, the Second Circuit held that the MD&A disclosure rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim.

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NYSE Proposes Related Party Approval Exemption for Early Stage Companies

The Ticker

January 23, 2015

The NYSE has proposed amending its listing standards to exempt early stage companies from the requirement to obtain shareholder approval before issuing shares to related parties and affiliates.

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Shareholder Activism Over Proxy Access Expected to Continue

The Ticker

January 23, 2015

The campaign by institutional investors to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot shows no signs of slowing and continues to evolve.

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SEC Will Not Consider No-Action Requests To Omit Shareholder Proposals Under Rule 14a-8(i)(9)

The Ticker

January 23, 2015

Pending a staff review of the scope and application of Exchange Act Rule 14a-8(i)(9), it will “express no views on the application of [that rule] during the current proxy season.”

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Vanguard Calls for Shareholder Liaison Committees at U.S. Public Companies

The Ticker

January 9, 2015

Vanguard CEO Bill McNabb revealed that Vanguard was asking the U.S. companies in which it invests to establish shareholder liaison committees in an effort to improve corporate governance.

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