Corporate > AG Deal Diary
16 Feb '18

This week, we highlight a report by EY Center for Board Matters on the top five priorities for companies in 2018 based on outreach conversations with institutional investors. Investors offer that their top five priorities this year are:

Click here to view the full report.

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30 Jan '18

Akin Gump litigation partner, Douglas Rappaport, has been quoted in The Deal on litigation strategies for shareholder activists. Rappaport addresses the report that shareholder activists and corporations are filing fewer lawsuits targeting each other, but that they are continuing to write letters and with challenges seeking books and records, outside the public view.

Click here to read the full alert.

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22 Jan '18

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder proposals related to Corporate Social Responsibility (CSR) from proxy materials. Upon closer inspection, however, the SEC’s actions appear consistent with its recently issued Staff Legal Bulletin 41I (SLB). The SLB, issued on November 1, 2017, articulates a framework for companies to apply to determine whether they may exclude shareholder proposals, including CSR-related proposals, from proxy materials under the “ordinary business” exception (Rule 14a-8(i)(7)) (the “Framework”).  (For more on this bulletin, see Akin Gump’s Deal Diary).

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16 Jan '18

Akin Gump has issued an alert on administration and congressional activity since President Trump’s inauguration. The report highlights key regulatory and legislative developments across a range of policy areas. This document also previews the policy agenda for the coming year and concludes with a political update and analysis of the 2018 congressional elections.

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09 Nov '17

On November 1, 2017, the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14I (SLB No. 14I) to offer guidance on the scope and application of Rules 14a-8(i)(7) and 14a-8(i)(5), each of which provide a substantive basis for excluding shareholder proposals from a company’s proxy materials for shareholder meetings. SLB No. 14I also discusses a new policy requiring documentation when shareholders submit “proposals by proxy,” along with the Division’s views on the use of graphs and images in the supporting statements for shareholder proposals.

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01 Sep '17

This week we highlight a study by the EY Center for Board Matters, “Audit Committee Reporting to Shareholders in 2017.” EY reviewed audit committee-related proxy disclosures by Fortune 100 companies to examine trends in voluntary reporting and finds a continued increase in voluntary audit committee disclosures to shareholders.  

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14 Jul '17

This week we highlight two analyses, one by J.P. Morgan and the other by Ernst & Young, reviewing the 2017 proxy season. The reports address board diversity; gender equality; environmental, social and governance (ESG) issues; and the normalization of shareholder activism as high priorities and key trends for many investors and boards.

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07 Jul '17

This week we highlight Willis Towers Watson’s 2017 Proxy Analysis of Executive Compensation. Their analysis is based on 365 S&P 1500 companies with consistent CEOs that filed proxies disclosing 2016 pay by the end of March 2017. The findings conclude that executive pay practices settled in to a new normal in 2016, characterized by modest pay increases, continued emphasis on performance-oriented compensation, and annual and long-term incentive (LTI) plan design features and metrics consistent with those of recent years.

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