Just as companies with December 31st fiscal year-ends gear up for their annual shareholder meetings in the coming weeks, State Street has released its updated voting policies — and a helpful “Summary of Material Changes.” I won’t parse all of the changes here, but I thought their new policy on director overboarding
Quick Alerts
COSO’s New “Internal Control Over Sustainability Reporting” Guidance
One of the biggest struggles for companies when they start out collecting the data they need for climate and other sustainability disclosures is developing the disclosure and internal controls necessary to help ensure the accuracy of that data. Unlike financial reporting, there is a lack of well-known, well-worn practices to help with the information’s integrity.…
ISS Announces New “Board-Aligned” Voting Policies
Recently, ISS published new voting policies (the Global Board-Aligned U.S. Voting Guidelines and Global Board-Aligned International Voting Guidelines), which broadly retain the policies in the standard ISS benchmark voting policies on corporate governance topics, but recommend votes in line with board recommendations on environmental and social matters. These new guidelines are available to ISS…
DOJ Announces Pilot Program and Updated Expectations on Corporate Compensation Programs
The DOJ has been busy and clawbacks have been a hot topic for the Biden Administration in the wake of several high profile bank failures. The intersection of these two topics is captured in this Update that we put out recently. Here’s the intro from that Update:
“The U.S. Department of Justice (DOJ) on March…
DOJ Issues New Guidance on Use of Personal Devices and Third-Party Messaging Applications
Just last month, Stewart Landefeld ran a popular blog with practice pointers about directors and their personal devices. Now the DOJ has issued significant new guidance regarding the use of personal devices and the retention of corporate communications that bears reading. Learn more in our Update on this topic. Here’s an excerpt from that Update:…
Corp Fin’s Guidance on VIFs: An Unexpected Development from Universal Proxy
Early uses of the universal proxy card have led to one interesting development – new Corp Fin guidance regarding broker voting instruction forms (VIFs). VIFs are the way in which shareholders who hold their shares through a bank, broker or other intermediary instruct that intermediary how to complete the company’s proxy card for their shares.
Silicon Valley Bank: All the Latest
The folks in our “Emerging Companies & Venture Capital Law” group have been doing an amazing job the past few days providing constant updates on all the developments related to Silicon Valley Bank via our “StartupPercolator.” Here is where you can find these updates…
DOJ Brings First Criminal Charges Stemming From Use of Rule 10b5-1 Plan
Last week, the DOJ unsealed an indictment against the CEO of a publicly traded healthcare company (the Executive) relating to charges of an insider trading scheme. The indictment represents the first time the DOJ has brought criminal insider trading charges stemming from an executive’s use of a Rule 10b5-1 trading plan. The investigation is part…
DOJ Prioritizes Enforcement of Sanctions and Export Control Violations Against Companies
Here’s an excerpt from this “White Collar Briefly” blog about this recent speech by DOJ Deputy Attorney General Lisa Monaco heralding a new era of corporate enforcement aimed at addressing U.S. national security priorities:
“In this most recent announcement, DAG Monaco set a new tone: announcing that enforcement of national security-related violations—most notably sanctions evasion…
The NYSE & Nasdaq Propose Their Clawback Rules
Last October, the SEC adopted final rules directing the NYSE and Nasdaq to adopt listing standards requiring companies to have clawback policies that provide for the recovery, in the event of a required accounting restatement, of certain incentive-based compensation received by current or former executive officers based on erroneously reported financial information.
Last week, the…