The Securities and Exchange Commission has approved amendments to two New York Stock Exchange rules that provide exceptions to requirements that a listed company obtain shareholder approval before the company issues common stock or securities convertible into or exercisable for common stock (“company securities”) ...

Recent shareholder suits show there is a heightened scrutiny of routine proxy disclosures in order to challenge non-employee director compensation. Plaintiffs’ attorneys are focusing on non-employee director compensation and compensation plans, particularly in comparison to peer companies – a trend that was expected following the late-2017 Delaware Supreme Court decision in In re Investors Bancorp, Inc. Stockholder Litigation. Two cases asserting allegations...