Recent Posts

Governance Insight Alert: Freeport McMoRan Copper & Gold
Posted on 10 Jan 2014 by LexisNexis Legal Newsroom Staff

Governance Insight Alert Just before the holidays, Freeport McMoRan Copper & Gold (FCX) announced that it had torn up its employment agreement with its CEO, Richard Adkerson, who would henceforth be employed “at will.” FCX is no stranger... Read More

Second Time Around on Say-on-Pay
Posted on 23 Feb 2012 by Kevin M. LaCroix

The advisory shareholder vote required under the Dodd Frank Act went through its first cycle in 2011, and by and large most companies' shareholders approved the companies' executive compensation plans. Only about 45 companies (less than 2%... Read More

Derivative Lawsuits on Radar of Failed Say-on-Pay Vote Companies
Posted on 20 Jul 2011 by The Conference Board

by Gary Larkin If you sit on the board of any of the 39 companies that had a failed Say on Pay vote the past proxy season, I don't need to tell you that despite the fact the votes were only "advisory" there will be some shareholder... Read More

Say on Pay Review: More Shareholder Engagement, but Pay for Performance ‘Disconnect’
Posted on 14 Jul 2011 by The Conference Board

by Gary Larkin The early word on what U.S. public companies should do following the first mandatory year of Say on Pay is to review the level of engagement with shareholders vs. the level of support the company received on the advisory vote. ... Read More

Tags: say-on-pay

Yet Another Lawsuit Following "No" Vote on "Say on Pay"
Posted on 1 Jun 2011 by Kevin M. LaCroix

On May 25, 2011, In the latest example of shareholders suing a company's board following a negative "say on pay" vote, two union pension funds filed a shareholders' derivative action claiming that Umpqua Holdings Corporation's... Read More

Enough Said Yet? Say on Pay Litigation May Have Had Its Day
Posted on 27 Sep 2013 by Kevin M. LaCroix

As I have noted in prior posts (most recently here ), plaintiffs’ lawyers have rushed to filed “say on pay” lawsuits, either after a negative vote on the advisory shareholder vote on executive compensation, or more recently before the... Read More

Chamber, SEC May Sow the Seeds for Corporate Governance Compromise
Posted on 10 Mar 2011 by Gary Larkin

For those of you who spend a great deal of time preparing the myriad of filings for regulators and/or board meetings there were two news events worth noting last week. The U.S. Chamber of Commerce called for new corporate governance standards that... Read More

Regulation Whack-a-Mole: Bob Monks’ Take on Say on Pay
Posted on 18 Jul 2011 by Robert AG Monks

"What is of more concern to shareholders is that it looks like C.E.O. pay is recovering faster than company fortunes," said Paul Hodgson, chief communications officer for GovernanceMetrics International, a ratings and research firm ("... Read More

In First Year of Say on Pay, Is Shareholder Dialogue Progressing?
Posted on 6 Jun 2011 by The Conference Board

The fact that as of June 1, 31 companies out of more than 1,600 have reported shareholders have voted down executive compensation plans (of those a majority are small- and mid-cap companies) doesn't begin to tell the story of the first year of... Read More

Reports: Say on Pay Votes Bridging Shareholder-Director Communication Gap
Posted on 19 Oct 2011 by The Conference Board

by Gary Larkin Even though shareholders approved most of the executive compensation plans put up for vote in the 2011 proxy season, the tiny minority of failed say on pay votes are getting an inordinate amount of attention for a myriad of reasons... Read More

Say-on-Pay for Merger-Related Golden Parachutes
Posted on 6 Jun 2011 by Brian JM Quinn

While the annual advisory say-on-pay vote has been the subject of quite a bit of discussion, the new requirement for advisory votes on merger-related golden parachutes has not be the subject of much attention. For deal lawyers, though, it is likely... Read More

"Say on Pay" Lawsuit Survives Dismissal Motion
Posted on 22 Sep 2011 by Kevin M. LaCroix

Only small a small number of companies experienced a negative "say on pay" vote this past proxy season, but many of the companies that did found themselves hit with a shareholder lawsuit in the wake of the negative vote. Cincinnati Bell... Read More