Here’s a summary of this report from ISS-Corporate about the key themes and trends for this proxy season so far:
The SEC’s overhaul of the shareholder proposal process in its November 17th statement has shifted power to companies, empowering them…
As the SEC looks to reform its disclosure requirements – using “materiality” as the North Star as SEC Chairman Paul Atkins recently noted in a speech – it got me thinking about the judicial interpretation of materiality harkening back to…
Many people are putting pen to paper in response to the SEC’s recent solicitation of comment about the entirety of Regulation S-K. SEC Chairman Paul Atkins delivered some related commentary on this project just yesterday. Here are the comments from…
Recently, I talked to CII’s Bob McCormick on Labrador’s “Proxy Disclosure Forum” about what investors want from proxy disclosure now. The key takeaways included:
Institutional Investors Still Care About Quality Disclosure: Despite recent SEC developments leading to fewer included shareholder…
Bearing in mind that the first institutional investor recently announced it has stopped using proxy advisors, check out this six-page recap of an investor survey from CII (also see these investor poll results) from last summer that reveals a bunch…
This Glass Lewis report is chock-full of charts and analysis about how investors are approaching climate issues these days, with the conclusion being: “Climate remains a key issue for many investors around the globe – but one that is increasingly…
As we read about the growing attacks on proxy advisors – and how institutional investors may be passing through voting choice down to their clients, not to mention a world where the art of shareholder engagement gets more tricky, the…
I get this question a lot so I figured I’d address it more publicly. For some, there’s nothing more exciting than seeing your name in the newspaper. It’s cool. You can show it off to your family and friends. My…
Loving this 16-page report from Labrador about “Modernizing Your Code of Conduct to Elevate Its Impact.” Here’s an excerpt about whether you should update your code of conduct:
Have there been any changes in the organization, internal policies, or processes…
In this 12-minute video, Lockton’s Nicolas Dumont discusses:
How does SEC disclosure impact the reputation of a company? What role do “alternative data sources” play?
How do you see AI impacting the analysis and drafting of disclosure?
What impact could…
I received a lot of questions in response to my blog about proxy disclosure for those reincorporating. To address some of those, here is this 18-minute video, Keith Bishop – who wrote the first Nevada law treatise – talks about:…
At the Society of Corporate Governance Conference last week, I was excited to see my Labrador colleagues: Deb Koenen, Pierre Saddi, Leslie Bellamy, Diana Frank (not pictured) and Jenn Cooney.
To be clear, I am an independent contractor – not…
In this 10-minute video, Ginny Fogg – former Norfolk Southern General Counsel and Chair of the Society of Corporate Governance discusses:
Is this disclosure material? How can we establish processes to best make a determination?
Have we used plain English?…
A few months ago, I blogged about the evolution of the names replacing the “ESG Report.” I threw out a few names of possible replacements like the “impact report” or the old-fashioned “corporate responsibility report.” But I didn’t mention the…
In this 13-minute video, Kevin LaCroix of RT ProExec and “The D&O Diary” discusses:
1. How much impact do the recent Delaware law amendments have on D&O coverage?
2. Will premiums vary according to the state – if a company…
