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Delaware Chancery Court Rules on
Advance Notice Bylaws
In two recent cases, the chancery court has
ruled on the application of advance notice bylaw
provisions to director nominations by dissident
shareholders. Access information on these
developments our
Advance Notice Bylaws
topic page.
Technical Amendments to E-Proxy and
Other Rules
SEC has posted final
Release No. 34-55146A
with technical amendments to e-proxy rules (notice and
access model not applicable to business combination
transactions) as well as rules on cross-border
tender and exchange offers, business combinations and
rights offerings, and certain related rules.
Broadridge Reports on Notice & Access
Model for E-Proxy
Firms report cost savings but low participation rates
for retail investors. Access report and related
information on our E-Proxy
topic page.
Companies May Exclude Shareholder
Access Proposals
SEC
staff ruled that companies may exclude proxy access proposals from 2008 proxy
statements. Access no-action letters and SEC response letters, as well as
historical background for such proposals, on our Shareholder Proposals: 2008
and Shareholder Access
topic pages.
2008 Proxy Season: New
Developments and Reminders
Latham & Watkins has issued a client alert
with regard with executive compensation disclosures and
equity plan compliance issues (IRC 162(m)
and
IRC 409A).
Par Pharmaceutical Adopts Say on
Pay
NYC Comptroller
announced
that Par Pharmaceuticals agreed to implement proposal from NYC Employees' Retirement System
(NYCERS)
for advisory vote on executive pay. NYCERS
submitted similar proposal to Par Pharmaceutical during 2007 proxy season.
SEC Executive Pay Comment Letters:
Now on EDGAR
SEC comment letters and company responses are being
posted on the SEC website. Go to our SEC Comment Letters on Executive Pay
topic page to access a sample of the letters and reltaed more information on the
SEC review and observations.
SEC's Interactive Data Viewers
SEC has introduced two web-based applications as an
extension of its XBRL program: Interactive Financial Reports
and Executive Compensation. Both applications
are available via the SEC website.
Executive pay tool is online database that allows
investors to compare executive pay information of select
public companies. Reference is made to
SEC press release
for more information.
RiskMetrics Group issued 2008
Corporate Governance Policies
These updated policies will be applied to shareholder
meeting dates starting 1.01.08. Access the RiskMetrics press release and governance policies on our Shareholder Proposals: 2008
topic page.
ISS Corporate Governance Services: 2007 Postseason Report
The annual report is captioned A Closer Look at
Accountability and Engagement, and it provides an
overview of governance issues and voting results from
the 2007 proxy season. A link to the report has
been posted on our Shareholder Proposals: 2007
topic page.
Broker Discretionary Voting: Rule 452
NYSE has
advised listed companies that Rule 452 will not be revised for 2008 proxy season.
Follow developments on our NYSE Rule 452
topic page.
2008 Proxy Season: Select Early Filers
We are tracking a collection of issuers with May, June, July,
and August fiscal year ends. Access annual report
and proxy filings in preparation for 2008 proxy season
on our 2008 Proxy Season: Select Early Filers
topic page.
Access Filings by Dow 30 and Other Select Filers
We provide hyperlinked
examples of CD&A and compensation tables prepared under the new
executive compensation disclosure rules. Refer to our
Precedent Proxy Filers 2007,
Precedent Proxy Filers 2007 and
S-K 402 topic pages. |