Searching Content indexed under Shareholders by Hunton Andrews Kurth LLP ordered by Published Date Descending.
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Hunton Insurance Recovery Blog: Court Rejects Insurers' Argument That Insureds Breached D&O Insurance Policies By Failing To Cooperate And Settling Lawsuits For $222 Million Without Consent
The Delaware Superior Court ruled that insurers could not rely on Written Consent and Cooperation clauses in directors and officers liability insurance policies
United States
28 May 2019
Hunton Retail Law Resource: The Board's Importance In Vetting Shareholder Proposals
A recent successful effort by a public company to exclude an environmental proposal from its proxy statement may signal a new approach for boards
United States
28 May 2019
The Nickel Report: Importance Of The Board In Vetting Shareholder Proposals
A recently successful effort by Wisconsin utility MGE Energy to exclude an environmental proposal from its proxy statement may signal a new approach for boards of directors to consider
United States
10 Apr 2019
Hunton Retail Law Resource Blog: Recent Trends In Shareholder Proposals
Activist investors continue to make liberal use of the SEC's Rule 14a-8 to submit proposals for inclusion in company proxy statements.
United States
15 Feb 2019
C-Suite Compensation Center: Compensatory Action Items To Consider This Proxy Season
The purpose of this post is to highlight compensatory action items that publicly-traded issuers should consider this proxy season.
United States
24 Jan 2019
C-Suite Compensation Center: Upcoming Proxy Season: Compensatory Thoughts From ISS
As we head into a new proxy season, we would like to invite you to attend our annual FREE webinar entitled "Upcoming Proxy Season: Compensatory Thoughts from ISS,"...
United States
11 Jan 2019
Hunton Retail Law Resource: SEC Provides Additional Guidance On Excluding Shareholder Proposals
On October 23, 2018, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14J ("SLB 14J"), which reiterated and expounded upon prior guidance regarding when companies...
United States
23 Nov 2018
C-Suite Compensation Center: ISS Issues Draft 2019 Voting Policy Updates
Just a quick note that late last week ISS made available for public comment nine discreet voting policies for potential application in 2019.
United States
26 Oct 2018
Blockchain Legal Resource: The Promise Of Blockchain Technology In Annual Meetings And Corporate Governance
For many public companies, the annual meeting voting process is littered with intermediaries and inefficiencies that can result in a lack of shareholder engagement.
United States
2 Oct 2018
C-Suite Compensation Center: Tip Of The Week: Addressing Negative Returns In A Relative Total Shareholder Return Program
Though relative Total Shareholder Return ("TSR") programs offer no direct line of sight for the executive to chase the business goal
United States
12 Sep 2018
Advance Notice Bylaws: A Key Defense Against Shareholder Activists
A highlight from the 2018 proxy season was a Washington state court's enforcement of an advance notice bylaw against an activist hedge fund.
United States
10 Sep 2018
M&A Stockholder Litigation Trends In 2017
Cornerstone Research recently published its review of 2017 stockholder litigation challenging public company mergers with a value over $100 million.
United States
9 Sep 2018
C-Suite Compensation Center: Tip Of The Week: Select Design Thoughts In Change-In-Control Pay
The purpose of this post is to discuss select design considerations when structuring change-in-control bonus arrangements for key employees.
United States
3 Sep 2018
C-Suite Compensation Center: Discuss Director Compensation During The Fall 2018 Board Meetings
The business judgement rule is favorable to directors because the defense makes it more likely that the issuer will prevail against a plaintiff on a summary judgement motion.
United States
3 Sep 2018
Employee Inducement Awards: No Need For Shareholder Approval
Public companies should consider employee inducement awards and inducement plans as a tool in its overall compensation and equity strategy.
United States
30 Apr 2018
Director Equity Award Limit In LTIPs: How Companies Are Addressing It This Proxy Season In Light Of Recent Delaware Case Law
This proxy season has revealed an intensifying trend to address limitations on grants to non-employee directors in many long-term incentive plans ("LTIPs").
United States
22 Mar 2018
"The Last Nail In The Coffin": Delaware Chancery Court Rejects Another Disclosure-Only Settlement
Only disclosure settlements involving "plainly material" disclosures and "narrowly circumscribed" releases will likely be approved in the future.
United States
18 Mar 2016
ISS Updates Proxy Voting Policies For 2016 Proxy Season
Institutional Shareholder Services (ISS) recently published updates to its 2016 benchmark U.S. proxy voting guidelines (which ISS also refers to as "policies").
United States
9 Dec 2015
SEC Staff Updates Proxy "Unbundling" Guidance For M&A Transactions
The staff of the SEC's Division of Corporation Finance recently issued updated guidance regarding "unbundling" of separate proposals in M&A transactions under Rule 14a-4(a)(3) of the Securities Exchange Act of 1934...
United States
3 Dec 2015
Death Knell For The Merger Tax On Disclosure-Only Settlements In Delaware?
As discussed in our prior alert, virtually all large public company merger and acquisition ("M&A") transactions result in at least one stockholder lawsuit.
United States
29 Oct 2015
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