What Boards Need to Know About Shareholder Activism

April 14, 2021  |  Thanks to Steve Klemash and David Hunker, EY

Equity Incentive Plans: Return of “Evergreen” Provisions?

April 12, 2021  |  Thanks to Liz Dunshee

20 Years Later: The Lasting Lessons of Enron

April 7, 2021  |  Thanks to Michael Peregrine (McDermott Will & Emery LLP) and Charles Elson (University of Delaware)

Paying Workers Based on Performance Is Harder Than It Looks

April 5, 2021  |  The Wall Street Journal

State Street Global Advisors’ Annual Asset Stewardship Report

March 31, 2021  |  State Street Global Advisors

Evaluating Executive Compensation in Times of Crisis

March 29, 2021  |  Vanguard, Inc.

Blackrock: Incentives Aligned With Value Creation

March 24, 2021  |  Blackrock

Board Priorities for 2021 Abound Amid Slow Economic Recovery

March 22, 2021  |  Thanks to Amy Rojik, BDO

American Rescue Plan Act Expands 162(m) Limits on Executive Compensation

March 17, 2021  |  Thanks to Alex Dolan

Top Governance & Stewardship Issues in 2021

March 15, 2021  |  Thanks to Subodh Mishra

5 Mistakes to Avoid in your CD&A before you file your Proxy Statement

March 10, 2021  |  Clermont Partners

2021 Global and Regional Trends in Corporate Governance

March 8, 2021  |  Russell Reynolds Associates

ISS QualityScore: Methodology Guide

March 3, 2021  |  Thanks to Sam Osea and Sean McPhillips

How Boards Can Prepare for Activism’s Next Wave

March 1, 2021  |  Deloitte LLP

Executive Compensation in the Context of the COVID-19 Pandemic

February 24, 2021  |  Glass Lewis & Co.

How We Evaluate Shareholder Proposals

February 22, 2021  |  Vanguard, Inc.

2021 Proxy Season: Executive Compensation Considerations

February 17, 2021  |  Wachtell, Lipton, Rosen & Katz LLP

2021 Proxy Season Review

February 15, 2021  |  Thanks to Jamie C. Smith

The Future of the Virtual Board Room

February 10, 2021  |  National Association of Corporate Directors

The 2021 Boardroom Agenda

February 8, 2021  |  Thanks to Debbie McCormack and Robert Lamm

Leadership Change at the SEC: What Activists Could Expect

February 3, 2021  |  Olshan Frome Wolosky LLP

‘Pretty Grim’ — Investors Eye Board Diversity Disclosures

February 1, 2021  |  Agenda

Key Takeaways—2020 Board Index

January 27, 2021  |  Spencer Stuart

Clawbacks: A Roadmap for Decision-Making

January 25, 2021  |  Compensation Standards

Can Companies Fire Rioters? ‘Unequivocally Yes,’ Says Attorneys

January 20, 2021  |  Thanks to Stephanie Forshee

Compensation Season 2021

January 18, 2021  |  Wachtell, Lipton, Rosen & Katz

Say-on-Pay Votes and Compensation Disclosures

January 11, 2021  |  Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for Shareholder Activism in 2021

January 6, 2021  |  Freshfields Bruckhaus Deringer LLP

Nasdaq Proposes New Listing Rules Related to Board Diversity

January 4, 2021  |  Olshan Frome Wolosky LLP

Compensation Clawbacks: Trends and Lessons Learned

December 30, 2020  |  Thanks to Joshua A. Agen, Foley & Lardner LLP

How Does the Board Oversee ESG?

December 28, 2020  |  Thanks to Paula Loop, Paul DeNicola, and Barbara Berlin

Shareholder Securities Lawsuits Against Directors and Officers on the Rise with COVID-19

December 23, 2020  |  Expert Institute

BlackRock's 2021 Proxy Voting Guidelines and Stewardship Expectations Prioritize ESG Actions

December 21, 2020  |  Thanks to our friends and colleagues at PJT Camberview

North Face Reportedly Snubs Oil And Gas Company, CEO Points Out Hypocrisy

December 16, 2020  |  Thanks to Ashe Schow

2020 Say-on-Pay Naysayers

December 14, 2020  |  Thanks to Lynn Jokela, Compensation Standards, and Proxy Insight

And How's Your Mental Health??

December 9, 2020  |  Wachtell, Lipton, Rosen & Katz

California Enacts First Employee Data Reporting Law

December 7, 2020  |  Thanks to Billie Wenter

When That Problematic Board Member Just Won’t Leave

December 2, 2020  |  Thanks to Michael W. Peregrine, and McDermott Will & Emery LLP

5 Key Executive Compensation Trends and Issues for 2021

November 23, 2020

ISS Policy Updates for 2021

November 18, 2020

2020 Presidential Election Potential Income Tax Impact

November 16, 2020

SEC Rule Change Requires Human Capital Resources Disclosure

November 11, 2020

Can These Options be Saved? - An Issue from 2009 (and 2001) Is Timely Again

November 9, 2020  |  Can These Options be Saved?

Strategies for Problematic Stock Ownership Timeline Requirements

November 4, 2020

ESG & The 2020 U.S. Presidential Election

November 2, 2020  |  Thanks to Heidi DuBois, Alex Heath, and Jill Fisher, Edelman

Practical Insights into Incorporating New Human Capital Management Disclosures

October 28, 2020  |  Freshfields Bruckhaus Deringer LLP

The Next Wave of COVID-19 Litigation: “Take Home” Lawsuits

October 26, 2020  |  Expert Institute

New ISS FAQs: COVID-Related Pay Decisions

October 21, 2020  |  Thanks to Liz Dunshee and Compensation Standards

Reforming CEO Pay to Grow the Pie for Wider Society

October 19, 2020  |  Thanks to Alex Edmans

Virtual Shareholder Meetings in the 2021 Proxy Season

October 14, 2020  |  Skadden, Arps, Slate, Meagher & Flom LLP

When What Goes Down Comes Up – Reporting NEO Compensation Restoration

October 12, 2020  |  Bryan Cave Leighton Paisner LLP

A View on the SEC Rule Regarding Human Capital Disclosures

October 7, 2020  |  Thanks to Thomas Riesenberg, Sustainability Accounting Standards Board

How Great Companies Deliver Both Purpose and Profit

October 5, 2020  |  Thanks to Alex Edmans

SEC Issues COVID-19 Related Perquisites C&DI

September 30, 2020  |  Thanks to our Friend and Colleague Mark Borges

The Seven Sins of ESG Management

September 28, 2020  |  Thanks to Kosmas Papadopoulos and Rodolfo Araujo

Companies Are Getting Creative As D&O Insurance Rates Skyrocket

September 23, 2020  |  Thanks to Jef Feeley and Katherine Chiglinsky

CEO Succession Plans in a Crisis Era

September 21, 2020  |  Russell Reynolds Associates

How Boards Can Plan for the Disasters That No One Wants to Think About

September 17, 2020  |  Harvard Business Review

Airlines Once Again Approach Congress With Captain’s Hat in Hand

September 14, 2020  |  Thanks to Veronique De Rugy

IRS Issues Guidance on COVID-19 Deferral of Social Security Tax

September 10, 2020  |  Pillsbury Winthrop Shaw Pittman LLP

Covid-19: Impact on Additional Share Requests

September 8, 2020  |  Thanks to our friend and colleague Lynn Jokela

The Next “Defund” - San Francisco will put 'CEO Tax' on the ballot this November - What’s Next?

September 2, 2020  |  Thanks to Evan Webeck

When Performance Shares Aren't Performing

August 31, 2020  |  Thanks to Carol Silverman, and Amy Knieriem

McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale

August 26, 2020  |  Fenwick & West LLP

Investor Focused ESG Metrics in Executive Compensation

August 24, 2020  |  Thanks to Clermont Partners

Attorney-Client Privilege – A Key Ingredient of Boardroom Disasters

August 19, 2020  |  With deepest thanks to our friend and colleague Adam J. Epstein

ISS Policy Survey: Questions on Executive Compensation

August 17, 2020  |  Thanks to Lynn Jokela

Asians Tacked On to Calif. Board Diversity Bill

August 12, 2020  |  Agenda

Stakeholder Capitalism Seems Mostly for Show

August 10, 2020  |  The Wall Street Journal

RSUs: New IRS Memo Creates Payment Date & Tax Opportunities

August 5, 2020  |  Thanks to our friend and colleague Liz Dunshee

Divided SEC Passes Controversial Proxy Advisor Rule

August 3, 2020  |  Bloomberg Law

Corporate Governance Update: Raising the Stakes for Board Diversity

July 29, 2020  |  Wachtell, Lipton, Rosen & Katz

Secular Shocks and Executive Compensation—Lessons from COVID-19

July 27, 2020  |  Equity Methods

Boards Review C-Level Transitions in Light of Covid-19

July 22, 2020  |  Agenda

Airbnb Was Like a Family – Until the Layoffs Started

July 20, 2020  |  The New York Times

20 Musts for Fall 2020 Shareholder Engagement

July 15, 2020  |  Teneo

Noncompete Considerations for Employers Implementing COVID-19 Cost-Cutting Measures

July 13, 2020  |  Akin Gump

Boards Reworking Bonus Plans Amid Crisis

July 8, 2020  |  Agenda

Addressing Outstanding Equity Grants Due to COVID-19

July 6, 2020  |  Veritas Executive Compensation Consultants

Does ESG Matter Amidst a Global Crisis?

July 1, 2020  |  Sustainable Governance Partners LLC

SEC Perk Disclosure Enforcement Actions Continue

June 29, 2020  |  Pillsbury Winthrop Shaw Pittman LLP

Equity Incentives at Publicly Traded vs. Private Equity Owned Companies: Is There a Difference?

June 24, 2020  |  Thanks to our friends and colleagues Michael Sirkin and James Reda

Companies Think Through Sharing More of Their Earnings With Their Workforce

June 22, 2020  |  Bloomberg

Boards Reset Executive Pay, Equity Grants During Market Rout

June 17, 2020  |  The Wall Street Journal

Why Business Needs Military Aviators

June 15, 2020  |  Thanks to Paul "Mousse" Mitchell

The Return of Poison Pills: A First Look at “Crisis Pills”

June 10, 2020  |  Thanks to Ofer Eldar (Duke University) and Michael Wittry (Ohio State University)

COVID-19 Considerations for Employee and Director Compensation Reductions

June 8, 2020  |  Simpson Thacher & Bartlett LLP

U.S. Firms Shield CEO Pay as Pandemic Hits Workers, Investors

June 3, 2020  |  Reuters

Reopening to a New Normal: Considerations for Boards

June 1, 2020  |  Wachtell, Lipton, Rosen & Katz

Human Capital, Front and Center

May 28, 2020  |  Thanks to Robert Main, Marc Lindsay, and Amy Hernandez, Sustainable Governance Partners

COVID-19 – Amending Executive Compensation Performance Goals

May 26, 2020  |  Thanks to Proskauer Rose LLP

The First Outside Director

May 21, 2020  |  Deepest thanks to our friend and colleague Dr. David F. Larcker and Brian Tayan (Stanford University)

COVID-19 Impact: Potential Risks and Problems in Signed M&A Deals

May 19, 2020  |  Thanks to Mara H. Rogers, Amelia Xu, and Geetika Jerath, Norton Rose Fulbright US LLP

A Potential Alternative to Repricing Underwater Stock Options?

May 14, 2020  |  Deepest thanks to our friend and colleague Mike Melbinger

Inducement Grants Enable Companies to Avoid Depletion of Equity Plan Share Reserves

May 12, 2020  |  Thanks to Morgan, Lewis & Bockius LLP

The Rise of ESG Metrics in Executive Compensation

May 7, 2020  |  Thanks to Sullivan & Cromwell LLP

Addressing Underwater Stock Options and Stock Appreciation Rights Amidst COVID-19

May 5, 2020  |  Davis Polk & Wardwell LLP

Stop Blaming Milton Friedman!

April 30, 2020  |  Thanks to Brian Cheffins

The Rise of the Aggressive Poison Pill

April 28, 2020  |  Thanks to Sanjay M. Shirodkar, Sidney Burke, and Joshua M. Samek, DLA Piper

Is Private Equity Having Its Minsky Moment?

April 21, 2020  |  Our Deepest Thanks to Matt Stoller

COVID-19: Considerations for Companies That Have Not Yet Established Their 2020 Incentive Compensation Programs

April 16, 2020  |  Thanks to Davis Polk & Wardwell LLP

Glass Lewis Announces Company Opinions to be Included with Proxy Reports

April 13, 2020

ISS Special COVID-19 Updated Guidance Bulletin

April 10, 2020  |  Thanks to Lynn Jokela

Compensation Limits Under the CARES Act

April 6, 2020

Ten COVID-19 considerations for Boards of Directors

April 1, 2020  |  Sidley Austin LLP

Revisiting Stock Option Repricing

March 30, 2020  |  Thanks to Shearman & Sterling LLP

As COVID-19 Disrupts Financial Markets, is it Time to Consider a Poison Pill?

March 26, 2020  |  Morgan, Lewis & Bockius LLP

Immediate Glass Lewis Guidelines Update on Virtual-Only Meetings due to COVID-19 (Coronavirus)

March 24, 2020

Key Issues for Directors Relating to COVID-19

March 23, 2020  |  Wachtell, Lipton, Rosen & Katz

Is the Coronavirus Killing the Proxy Season?

March 16, 2020  |  Sidley Austin LLP

Professor Bebchuk’s Errant Attack on Stakeholder Governance

March 9, 2020  |  Our thanks and deepest respect to our colleagues Martin Lipton, Esq. and Professor Lucian Bebchuk

Four Things Every Compensation Committee Member Should Do

March 2, 2020  |  Forbes

Lines 'Blur' Between ESG and Financial Performance

February 24, 2020  |  Agenda

Accounting and Financial Reporting in Executive Compensation

February 18, 2020  |  Thanks to PwC, and Cleary Gottlieb Steen & Hamilton LLP

Examining Engagement and Disclosure After Failed or Red Zone Say-on-Pay Results

February 10, 2020  |  Georgeson

On the Hook for Legal Bills, No Exceptions?

February 3, 2020  |  Agenda

Ten Considerations for Performance-Based Compensation

January 27, 2020  |  Thanks to Leigh C. Riley, and Foley and Lardner LLP

Clawback Provisions for Executive Compensation

January 21, 2020  |  Thanks to Yuanyuan (Savannah) Guo, Ph.D., and Sonja Pippin, Ph.D.

Board-Shareholder Engagement Practices

January 13, 2020  |  Thanks to Matteo Tonello (The Conference Board, Inc.) and Matteo Gatti (Rutgers Law School)

When Better Measures Don’t Produce Better Results

January 6, 2020  |  Chief Executive

Glass Lewis: Your Peer Group is Changing

December 31, 2019  |  Thanks to Liz Dunshee

Pay for Performance… But Not Too Much Pay: The American Public’s View of CEO Pay

December 23, 2019  |  Thanks to David F. Larcker and Brian Tayan

Boards Prep for New ISS Director Comp Policy

December 17, 2019  |  Agenda

Happy Holidays From Frank Glassner and the Veritas Team!

December 16, 2019

ISS Releases Preliminary Updates to 2020 Compensation-Related Policies

December 9, 2019  |  Thanks to Davis Polk and Wardwell LLP

Proxy Advisory Firms—The SEC Drops the Other Shoe

December 2, 2019  |  Thanks to Cleary Gottlieb Steen & Hamilton LLP

Happy Thanksgiving from Frank Glassner and the Veritas Team

November 25, 2019

A Common-Sense Approach to Corporate Purpose, ESG and Sustainability

November 18, 2019  |  Thanks to John Wilcox

ISS’ New Policy Updates: EVA Added to “Financial Performance Assessment” Screen

November 14, 2019  |  Thanks to Broc Romanek

CECL: The Most Sweeping Change to Bank Accounting Ever

November 12, 2019  |  Thanks to Alex Dolan

SEC Proposes to Regulate Proxy Advisors/Tighten Shareholder Proposal Thresholds

November 6, 2019  |  Thanks to Liz Dunshee and John Jenkins

US SEC to propose regulations for proxy advisers

November 4, 2019  |  Thanks to Patrick Temple-West and Kadhim Shubber

The Science and Art of Using Compensation Survey Data: A Guide

October 28, 2019  |  Thanks to Myrna Hellerman, and the Chief Executive

Conflicts and Biases In The Boardroom

October 21, 2019  |  Thanks to Adrianne Trainor and Byron Loflin

Why Do So Many People Think That CEOs Earn Too Much?

October 14, 2019  |  Forbes

Disclosure Considerations After a Low/Failed Say-on-Pay Vote

October 7, 2019  |  Thanks to Argyle

A First Strike on Proxy Advisory Firms? SEC Interpretive Guidance on Proxy Advisory Firms and Proxy Voting Responsibilities of Investment Advisers

September 30, 2019  |  Thanks to Shearman & Sterling LLP

Opinion: Tie CEO pay to increases in stakeholder and shareholder value

September 23, 2019  |  MarketWatch

ISS Policy Survey Results: “EVA” Gets Some Pushback

September 16, 2019  |  Thanks to our colleague Liz Dunshee

The New Pay Gap: What Firms Report Paying CEOs Versus What They Take Home

September 9, 2019  |  The Wall Street Journal

Want Satisfied Customers? Spend Time with Them

September 3, 2019  |  Chief Executive

A Creative Way to Reduce Execs’ Taxes on Equity Pay

August 26, 2019  |  Thanks to CFO Magazine

The “Seven Venial Sins” According to ISS

August 19, 2019  |  Deepest thanks to Mike Melbinger

Are Your Noncompete Agreements Dying of Old Age?

August 12, 2019  |  Thanks to Aiken Gump

You’re Acquiring A Company, So What Do You Do With Your Incentive Plans?

August 5, 2019  |  Thanks to Kenneth Kuk and Scott Oberstaedt