Here is your recap of important topics we covered last month in our blog, The Securities Edge. Did you miss them? Sign up now to receive future blog posts by email as soon as each is published.
Stop the madness!
Pushing the envelope with bylaws restricting derivative suits?
How to stop frivolous plaintiff lawsuits? Within hours after a merger is announced, several plaintiff firms will announce an “investigation” and then file a derivative lawsuit. Of course, frivolous lawsuits aren’t limited to M&A transactions, but many of these lawsuits follow the same pattern. Read more >>
The good, bad & ugly
ISS and Glass Lewis publish 2015 voting policies
Company leaders should carefully review their 2015 annual meeting agendas against the updated policies to anticipate possible issues. Summaries for the new policies follow, along with likely corresponding effects.
For example, Institutional Shareholder Services is adopting a new “equity plan scoreboard” model to evaluate equity incentive plan proposals, using three index groups to measure plan cost and features, and grant practices.
The good news is that voting recommendations are to be made on a case-by-case basis, unless the combination of factors indicates that the plan is not in the shareholders’ interests or if certain plan features are present.
However, where a case-by-case determination is to be made, it’s impossible to tell how the components – or, indeed, the new scorecard itself – will be weighed or will work, thus assuring that companies seeking shareholder approval of equity plans will have to continue to use ISS’ consulting service to find out whether a new plan will pass muster. Read more >>
Bob’s Upticks
Timely news and comments on securities and corporate governance developments.
The SEC has now updated its regulatory rulemaking agenda and – lo and behold – final action on the pay ratio rule is now set for October 2015.
Connecticut Senator Richard Blumenthal has written to SEC Chair White urging that the SEC label so-called “fee-shifting” bylaws major risk factors and require companies to disclose them before any initial public offering.
This week saw what appears to be the completion of the rollout of ISS’ voting policies for 2015, and we were also blessed with the publication of Glass Lewis’s 2015 voting policies.
Britney Spears has nothing on Institutional Shareholder Services, better known as ISS. ISS is rolling out proposed new voting policies for the 2015 proxy season. ISS often uses more words to tout how transparent it is than to explain its voting policies clearly, and the draft policies being considered for 2015 are no different.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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