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Insolvency Service “reframes” view of creditor – IPs can apply their discretion (UK)

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The Evolution of the “Ordinary Business” Exclusion

We were quoted in a recent Compliance Week story (subscription required) on the evolution of the ordinary business exclusion in getting the SEC staff to agree on companies’ no-action requests for Rule 14a-8 shareholder proposal. The exclusion becomes

Now a Word on the “Substantial Implementation” Exclusion

We did so well with our sound bites in our last interview that we were again quoted by Compliance Week (subscription required) on another Rule 14a-8 story, this time on substantial implementation. It’s easy to show the SEC that you’ve substantially

Disney Strikes Back on ISS Say-on-Pay Recommendation

While ISS voting recommendation reports for companies are not “public”, sometimes additional soliciting materials filed by a company are informative. On March 2nd, Disney filed its first communication indicating that the ISS recommendation to vote

Shareholder Engagement – A Study

You can’t talk about governance these days without someone bringing up “shareholder engagement,” so it’s not surprising that there is now a study on the subject. This ISS and IRRC study claims to be first ever benchmarking about engagement, polling

When Director Biographies are Required

The SEC staff issued a surprising CDI recently. Seems that the biographies of directors who are not standing for re-election are required to be disclosed under both Item 401(a) and Item 401(e) of Regulation S-K, if not technically in the proxy

The Evolution of the “Ordinary Business” Exclusion

We were quoted in a recent Compliance Week story (subscription required) on the evolution of the ordinary business exclusion in getting the SEC staff to agree on companies’ no-action requests for Rule 14a-8 shareholder proposal. The exclusion becomes

Now a Word on the “Substantial Implementation” Exclusion

We did so well with our sound bites in our last interview that we were again quoted by Compliance Week (subscription required) on another Rule 14a-8 story, this time on substantial implementation. It’s easy to show the SEC that you’ve substantially

Disney Strikes Back on ISS Say-on-Pay Recommendation

While ISS voting recommendation reports for companies are not “public”, sometimes additional soliciting materials filed by a company are informative. On March 2nd, Disney filed its first communication indicating that the ISS recommendation to vote

Shareholder Engagement – A Study

You can’t talk about governance these days without someone bringing up “shareholder engagement,” so it’s not surprising that there is now a study on the subject. This ISS and IRRC study claims to be first ever benchmarking about engagement, polling

When Director Biographies are Required

The SEC staff issued a surprising CDI recently. Seems that the biographies of directors who are not standing for re-election are required to be disclosed under both Item 401(a) and Item 401(e) of Regulation S-K, if not technically in the proxy