We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.
In cooperation with Association of Corporate Counsel
  Request new password

Search results

Order by most recent / most popular / relevance

Results: 1-10 of 88

Target's directors re-elected despite ISS recommendation

  • Jones Day
  • -
  • USA
  • -
  • June 16 2014

Institutional Shareholder Services ("ISS") recommended that Target's shareholders vote against the election of seven of its 10 director nominees for

Director tenure: the new frontier in board independence

  • Jones Day
  • -
  • USA
  • -
  • June 5 2014

Director independence has been a key corporate governance issue for many years, and independence standards have become significantly more stringent

Shareholder proposals: renewed calls for reform

  • Jones Day
  • -
  • USA
  • -
  • May 19 2014

The 2014 proxy season is winding down, and the outcome of most of the shareholder proposals submitted for consideration has been determined. To date

Break point? Delaware Supreme Court upholds validity of fee-shifting bylaw

  • Jones Day
  • -
  • USA
  • -
  • May 19 2014

On May 8, 2014, in ATP Tour, Inc. v. Deutscher Tennis Bund, et al., No. 534, 2013, the Delaware Supreme Court ruled that a bylaw shifting attorneys'

United States Court of Appeals holds SEC's rules regarding conflict minerals violate First Amendment

  • Jones Day
  • -
  • USA
  • -
  • April 16 2014

On April 14, 2014, the United States Court of Appeals for the District of Columbia Circuit held that a portion of the conflict minerals rules adopted

New York's High Court: lost profits may be recoverable for breach, even where contracts preclude consequential damages

  • Jones Day
  • -
  • USA
  • -
  • April 10 2014

Many practitioners are quick to label potential claims of lost profits as consequential damages, and draw comfort from (i) contract provisions

Delaware update: Chancery Court continues its scrutiny of investment banks' behavior

  • Jones Day
  • -
  • USA
  • -
  • March 24 2014

On March 7, in a decision following a trial on the merits, the Delaware Court of Chancery held an investment bank liable to a selling company's

ISS formally opposes director compensation bylaws

  • Jones Day
  • -
  • USA
  • -
  • January 28 2014

Institutional Shareholder Services Inc. ("ISS") has now formalized its position on director compensation bylaws. In short, ISS has adopted the

ISS questions director compensation bylaw

  • Jones Day
  • -
  • USA
  • -
  • November 27 2013

Board-adopted bylaw prohibited directors from accepting compensation from third parties during candidacy or board service. ISS recommended votes

California Appeals Court affirms dismissal of "say on pay" derivative lawsuit

  • Jones Day
  • -
  • USA
  • -
  • October 3 2013

The Dodd-Frank Act,1 enacted by Congress in 2010, contains a "say on pay" provision that requires public companies to submit their executive