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Practical Analysis

Understanding the Nuances of Mirror Voting

This paper by Professors Jonathan Macey and Nathan Atkinson – “Mirroring The Market: Passive Voting And Outcome Non-Neutrality” – argues that current mirror-voting proposals are not truly neutral. Uniform mirroring inadvertently lowers voting thresholds and subsidizes quorums. The authors propose…
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Navigating a Workplace Where Everything is Recorded

I’ve been around long enough to witness the advent of personal computers, emails, the Internet and cell phones – and now we have AI to contend with. Each has had a number of mind-blowing consequences for corporate culture. Still, I…
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Will Directors Become More Involved in Shareholder Engagement?

This memo from PwC’s Matt DiGuiseppe, Gregory Johnson and Ariel Smilowitz argues that the new shareholder engagement paradigm is more complex than before – and that directors and shareholders will be engaging more directly going forward. Here’s the related set…
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“Do you ever get any personal satisfaction from drafting disclosure that you consider to be good?”

Recently, I asked Freshfields’ Pam Marcogliese, DLA Piper’s Sanjay Shirodkar, and Compensia’s Mark Borges the question of “Do you ever get any personal satisfaction from drafting disclosure that you consider to be good?” Here’s a summary of their answers from…
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Let’s Do This! 34 Pet Peeves About the Proxy Statement Process

I’m sitting here in Nashville at the annual conference for the Society for Corporate Governance – and I have no idea why this list of 34 pet peeves sprung into my head that I drafted in 2015 (with the help…
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The Latest “NEO Composition” Trends

I have long been fascinated about who is named as a “Named Executive Officer” for ’34 Act reporting purposes and it’s good to keep an eye on the trends to see how your company compares. This recent blog from “The…
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Recent Posts

Understanding the Nuances of Mirror Voting
Navigating a Workplace Where Everything is Recorded
Will Directors Become More Involved in Shareholder Engagement?
“Do you ever get any personal satisfaction from drafting disclosure that you consider to be good?”
Let’s Do This! 34 Pet Peeves About the Proxy Statement Process
The Latest “NEO Composition” Trends