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Reacting to shareholder proxy access proposals
  • Reed Smith LLP
  • USA
  • October 10 2011

This year, as a result of recent amendments to SEC rules, shareholder proponents can require companies for the first time to allow shareholders to vote on the company's proxy card for proposals to amend the bylaws to facilitate contested elections for directors.


SEC adopts final rules regarding shareholder advisory votes on executive compensation and disclosure, and advisory votes on golden parachute compensation
  • Reed Smith LLP
  • USA
  • January 31 2011

On January 25, 2011, the Securities and Exchange Commission ("SEC") adopted rules implementing section 14A of the Securities Exchange Act of 1934, which was enacted by section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.


ISS publishes 2011 U.S. corporate governance policy updates including recommendation for annual say-on-pay votes
  • Reed Smith LLP
  • USA
  • December 1 2010

As we previously reported, on October 18, 2010, the Securities and Exchange Commission proposed amendments to its rules to implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") regarding shareholder approval of executive compensation and disclosure.


SEC proposes rules regarding shareholder advisory votes on executive compensation and disclosure and advisory votes on golden parachute compensation
  • Reed Smith LLP
  • USA
  • October 26 2010

On October 18, 2010, the Securities and Exchange Commission ("Commission") proposed amendments to its rules to implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") regarding shareholder approval of executive compensation and disclosure and approval of golden parachutes.


Court ordered schedule in proxy access challenge will make rules unavailable for 2010-2011 season
  • Reed Smith LLP
  • USA
  • October 22 2010

On October 14, 2010, the United States Court of Appeals for the District of Columbia Circuit ("Court of Appeals") issued an order setting the briefing schedule for the litigation challenging the "proxy access" rules (new Rule 14a-11, together with its amended Rule 14a-8 and other related amendments) adopted by the Securities and Exchange Commission ("Commission") August 25, 2010.


Shareholder proxy access still relevant for 2010 annual meetings?
  • Reed Smith LLP
  • USA
  • October 6 2009

On Friday, Oct. 2, 2009, SEC Chair Mary Schapiro issued a statement indicating that the Commission will not take up the matter of new shareholder proxy access rules until 2010.


American Recovery and Reinvestment Act: agency rulemaking needed to clarify limitations on executive compensation for TARP recipients
  • Reed Smith LLP
  • USA
  • March 19 2009

Section 7001 of the American Recovery and Reinvestment Act ("ARRA"), enacted Feb. 17, 2009, represents a significant foray into direct federal government regulation of executive compensation.


Robert K. Morris
  • Reed Smith LLP