1. Articles from skaddenarps

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    1. Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing

      Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing

      As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities brought to the fore by the killings of George Floyd and others, and steering through a hyper-partisan and unprecedented U.S. presidential transition...

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    2. Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

      Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

      On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill”— with a 5% trigger 1 that The Williams Companies, Inc. (“Williams” or the “Company”) adopted at the beginning of the COVID-19 pandemic...

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    3. 2021 Compensation Committee Handbook

      2021 Compensation Committee Handbook

      The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates is intended to help compensation committee members understand and comply with the duties imposed upon them...

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    4. Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

      In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy statements by addressing the significance of a proposal through a board analysis. That guidance also discussed the ability to exclude proposals on the basis of micromanagement...

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    5. The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

      The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

      U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions about corporate culture, sexual harassment and ethics...

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    6. Impact of Compensation-Related Litigation on Public Companies

      Impact of Compensation-Related Litigation on Public Companies

      Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure, director compensation issues and the short-swing profit rules of Section 16 of the Securities Exchange Act...

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    7. Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders

      Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the courts in any subsequent litigation. These cases demonstrate the importance of careful responses by boards of directors to satisfy their fiduciary duties in the face of activist pressure...

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    8. "Cybersecurity Trends for Boards of Directors"

      "Cybersecurity Trends for Boards of Directors"

      Prioritizing the following three areas based on impending cyberthreats and emerging regulatory developments will help corporate directors stay ahead of the curve. 1. Re-Examine the Company’ The fall of 2016 ushered in a new cyberthreat with the massive denial-of-service attack levied against internet infrastructure provider Dyn, which knocked many of the world’ i.e ., the internet of things), such as cameras, webcams and digital video recorders, which were infected with malware and under the control of criminal actors. The exploitation of the internet of things was a game-changer for cybersecurity because it enables denial-of-service attacks of unprecedented strength ...

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    1-10 of 10
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    "Cybersecurity Trends for Boards of Directors" Activists at the Gate: Court of Chancery Weighs In on Claims Involving Activist Stockholders The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection Impact of Compensation-Related Litigation on Public Companies Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement US Corporate Governance: The Ascension of ESG 2021 Compensation Committee Handbook Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan What Am I Getting Myself Into? Five Questions Prospective SPAC Directors Should Ask Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing The CEOs Delivering Consistent Shareholder Returns Schmitt Industries Appoints Alex Zyngier to its Board