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    1. Harvard Law Professor Warns Nasdaq's Proposed Board Diversity Rule Would Harm Investors

      Harvard Law Professor Warns Nasdaq's Proposed Board Diversity Rule Would Harm Investors

      Jesse Fried is the Dane Professor of Law at the Harvard Law School. He and Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate governance and executive compensation. A few days ago, he posted a paper that challenges what many, including Nasdaq, regard as an incontrovertible fact - board diversity improves financial performance...

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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. ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

      ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

      On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory framework designed to promote “meaningful and multi-dimensional diversification of their boards.” This news comes following the influx of recent state laws and proposals relating to board diversity...

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    5. Heads-Up for the 2021 Proxy Season: Glass Lewis Issues Policy Updates

      Heads-Up for the 2021 Proxy Season: Glass Lewis Issues Policy Updates

      Glass Lewis has released updates to its proxy voting guidelines applicable generally for shareholder meetings held after January 1, 2021. Noteworthy changes focus on board diversity and refreshment, board oversight responsibilities relating to environmental, social and governance issues (ESG), special purpose acquisition companies (SPACs) and executive compensation topics. The updates also refine and codify certain other existing policies...

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    6. Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To Make Meaningful Change

      Talking The Talk Versus Walking The Walk: Shareholder Suits Aim To Push Board Diversity And Punish Companies Supposedly Failing To Make Meaningful Change

      A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other types of diversity, including racial and ethnic minorities...

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    7. SEC Makes 2020 A Record Year for Whistleblowers. What Does It Mean for Compliance?

      SEC Makes 2020 A Record Year for Whistleblowers. What Does It Mean for Compliance?

      This year is proving to be a record-setting year for whistleblowers. On October 22, the U.S. Securities and Exchange Commission announced it had awarded an unprecedented $114 million to a whistleblower who, the SEC says, endured personal and professional hardship to give critical assistance to the agency and bring an end to massive corporate wrongdoing. The SEC's whistleblower program has awarded almost as much in the past 10 months as it has in the last 8 years combined...

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