ABI Blog Exchange

It has been frustrating for companies who want to benefit from the substantial cost-savings provided by the SEC notice and access rules to discover that they must also comply with the Department of Labor (DOL) ERISA rules regarding electronic communi
10 years 1 day ago
Companies considering new equity plans should take note that Fidelity (a large shareholder of just about every public company) has adopted a new voting policy for equity plans.  As of March 2011 its policy focuses on burn rate rather than dilution. 
10 years 2 days ago
As was rumored, the SEC has announced that it will hold an open meeting at 9:30 a.m. EDT on May 25, 2011 to consider the adoption of final rules implementing the Dodd-Frank whistleblower provisions. The SEC's announcement is here.
10 years 2 days ago
When the SEC decided to eliminate the ability of brokers to vote on a discretionary basis without specific client instruction for director elections in July 2009, many predicted that it would seriously affect the ability of directors to obtain majori
10 years 2 days ago
This year a group of investors begin asking companies to host a "fifth analyst call" for institutional investors to take place after the proxy statement is issued and designed to focus on corporate governance.  Occidental Petroleum became the first c
10 years 3 days ago
In case you missed it, Dr.
10 years 3 days ago
Today's WSJ piece on what are sometimes called "nondeal road shows" is on one level a nonstory; as the story concedes, the practice is not a new one.
10 years 4 days ago
The debate on the Dodd-Frank whistleblower provisions is continuing on several fronts, with the SEC rumored to be close to finalizing its rule proposals and Congress considering proposals to address some of the (perhaps) unintended consequences of th
10 years 1 week ago
Although it often looks like proxy season 2011 is a one-topic event, say-on-pay is just one item on proxy cards.  Recent data reminds us that say-on-pay may even be the least controversial item.  ISS reports that as of May 9, shareholder proposals ca
10 years 1 week ago
The Bankruptcy Court for the District of New Jersey (Kaplan, J.) recently held that hotel revenues (including revenues generated from room occupancy, food and beverage sales, catering, gift shop purchases, spa, and related hotel services) do not cons
10 years 1 week ago
The Bankruptcy Court for the District of New Jersey (Kaplan, J.) recently held that hotel revenues (including revenues generated from room occupancy, food and beverage sales, catering, gift shop purchases, spa, and related hotel services) do not cons
10 years 1 week ago
When shareholders mark "abstain" on a ballot, what does it mean?  Does the meaning differ depending on whether it's to elect a director, vote on say-on-pay or a shareholder proposal?
10 years 1 week ago
There is a new mosaic, or one that was just not recognized, developing in the Economy, and somewhat specifically in the mortgage area.
10 years 1 week ago
Here’s a Davis Polk memo on Vice Chancellor Laster’s recent decision finding that a series of spin-offs and split-offs will not be aggregated when determining whether Liberty Media has sold all or “substantially all” of its assets in violation of a c
10 years 2 weeks ago
We released today a memo summarizing the say-on-pay results so far this proxy season, including eleven companies who have failed to get majority support and a number of others where the vote was close enough to suggest meaningful shareholder concerns
10 years 2 weeks ago
In In re Montgomery Ward, LLC, 634 F.3d 732 (3d. Cir. 2011), the Court of Appeals for the Third Circuit clarified the principles of res judicata in the context of a bankruptcy proceeding and further defined the scope of 11 U.S.C.
10 years 2 weeks ago
In In re Montgomery Ward, LLC, 634 F.3d 732 (3d. Cir. 2011), the Court of Appeals for the Third Circuit clarified the principles of res judicata in the context of a bankruptcy proceeding and further defined the scope of 11 U.S.C.
10 years 2 weeks ago
The SEC has just extended the deadline for comments in response to its proposed rules directing the national securities exchanges to adopt listing standards regarding the independence of compensation committees and advisers, as required by Dodd-Frank
10 years 3 weeks ago
Today is the deadline for comments in response to the SEC's proposed rules directing the national securities exchanges to adopt listing standards relating to the independence of compensation committees and compensation consultants, as required by Dod
10 years 3 weeks ago
Perhaps the onset of warmer weather has made us aware of the approach of July 21st, an auspicious date representing the one-year anniversary of the Dodd-Frank Act and also the statutory deadline for hundreds of provisions in the Act.
10 years 3 weeks ago