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The Ticker

The Ticker

We heard you! Your business is moving fast. You need to assess new developments quickly, determine if they apply to your business, and act accordingly. The Ticker is designed to focus your attention on key developments in the areas of SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. Below are summaries of recent developments in these areas.

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ISS Weighs in on Proxy Access Debate

March 6, 2015

Recently, ISS weighed in on the proxy access debate with its voting policy for proposals that allow shareholders to nominate directors on the company’s ballot.

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Chevedden Director Tenure Proposal Fails at Costco

February 20, 2015

A shareholder proposal sponsored by activist John Chevedden aimed at limiting long-tenured directors at Costco failed by a substantial margin at Costco’s annual meeting this year.

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GE Adopts Proxy Access Bylaw

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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SEC Proposes Rules for Disclosure of Hedging Policies

February 20, 2015

Last week, the SEC proposed rules to enhance corporate disclosure of company policies for hedging transactions engaged in by directors, officers and other employees.

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Cybersecurity as a Board Priority

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

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

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

February 6, 2015

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

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A Call for Relevant Proxy Redesign

January 23, 2015

The approaching proxy season presents an opportunity to update and refresh the proxy statement to meet evolving investor needs and expectations.

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

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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