Exchanges Propose Listing Standards for Compensation Committees as Required Under Dodd-Frank Act   | Below is a detailed description of the NYSE and Nasdaq proposed changes to their respective public company listing standards with respect to the Compensation Committee and committee advisor independence requirements pursuant to Exchange Act Rule 10C-1 and Section 952 of the Dodd-Frank Wall Street Reform [read more]

Delaware Court Rules Against Directors In Challenge To Director Equity Awards; Is There Good News Here?   | Directors of public company boards set their own compensation, which has long been a source of concern for shareholders. A recent Delaware Chancery Court (the “court”) ruling casts new light on how directors can fulfill their fiduciary duties when setting their own pay. Unlike in prior cases, in Seinfeld v. Slager the court refused to apply the “business judgment rule” to dismiss a challenge to directors who had approved large equity awards for themselves under a shareholder-approved plan. [read more]

Glass Lewis & Co. Updates Its Pay for Performance Model   | Earlier this month Glass Lewis & Co. announced updates to its proprietary pay for performance model used to develop voting recommendations on say on pay proposals. The changes went into effect for annual meetings taking place on or after July 1, 2012. [read more]

SEC Finalizes Rules for Listing Standards for Compensation Committees as Required Under Dodd-Frank Act   | On June 20, 2012, the Securities and Exchange Commission approved new rules concerning the listing requirements for Compensation Committees, as required under Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The final rule is little changed from the proposed [read more]