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  1. A smattering of bylaw amendments purporting to make Delaware the exclusive venue for shareholder derivative suits and claims of fiduciary duty breaches followed Vice Chancellor Laster’s suggestion in a 2010 case that such provisions would be enforceable. A coordinated smattering of lawsuits challenging the provisions on due process grounds has followed. A summary with links to a smattering of additional information is here.
  2. As noted in a New York Times article, here, insurance regulators in California, New York and Washington have adopted rules requiring insurance companies to disclose how they assess and respond to climate change risk. Among others that pushed for the requirement were Ceres and the California State Teachers’ Retirement System, also proponents of the SEC’s release of climate change guidance in 2010. (Remember that? Here?) Ceres’ description of the shocking inadequacy of climate change responses by insurers is here. Captain Renault’s shocked discovery that gambling was occurring at Rick’s Café Américain is here.
  3. In contemplation of the upcoming proxy season, note:
  • ISS updated its FAQs about how it assesses executive compensation policies, here.
  • The NYSE notified brokers, here, of corporate governance items it considers "non-routine" that brokers cannot vote on without instruction from beneficial owners. That means it may be harder for public companies to garner approval for "proposals to de-stagger the board of directors, majority voting in the election of directors, eliminating supermajority voting requirements, providing for the use of consents, providing rights to call a special meeting, and certain types of anti-takeover provision overrides."
  • A summary of new compensation disclosures for 2012 is here.
  • The SEC posted a new CDI about appropriate descriptions of say-on-pay proposals in proxy materials, here; notably "[t]o hold an advisory vote on executive compensation" doesn’t work.
  • ISS posts a tally of 2012 proxy access proposals here. (Unless you’ve assiduously avoided reading these alerts, you know these represent the first "private ordering" of proxy access practices following negation of SEC proxy access rules by the D.C. District Court. And did you notice we provided this same link last month? Honestly, pay attention. We’re not putting these out there for our health.) Some speculation about whether companies will move to adopt proxy access proposals to fend off more onerous shareholder-proposed versions is here.
  1. The first (of many, we expect) dismissal of a "say-on-pay" lawsuit is here. A summary of the case and commentary are here.
  2. KPMG’s discussion of the increased complexity and volume of public disclosure and a handful of suggestions to decrease disclosure overload are here. Speaking of which, note that Forms 10-K (Part I, Item 4) and 10-Q (Part II, Item 4) should now include headings for "Mine Safety Disclosure" (formerly, "Removed and Reserved"). The SEC estimated only 100 companies will have anything to disclose under the mine safety disclosure rules, not to be confused with pending conflict mineral disclosure rules. Also, a summary of financial disclosure challenges in 2012 is here.
  3. Finally, a few litigation items.
  • A useful collection of links to information about M&A litigation activity, which increased in 2011, is here. Perhaps particularly relevant given speculation that 2012 is poised for an uptick in M&A activity (see here).
  • A review of 2011 insider trading litigation is here.
  • A synopsis of noteworthy 2011 Delaware court decisions is here.