All items from Davis Polk Briefing: Governance

A vast majority of companies have adopted similar practices and protocols for their earnings calls, but there were some notable differences and perhaps a few surprises, from the results of a survey conducted by the National Investor Relations Institute (NIRI). The full report is available only to members but the highlights are listed here.



Posted 2 days 10 hours ago

Approximately 60% of S&P 500 companies provide shareholders with the right to call special meetings. Coupled with the move away from classified boards and toward annual director elections, which generally permit shareholders to remove directors for cause, there has been increasing concern that companies are dismantling their defensive mechanism and leaving themselves vulnerable to activist attacks. 



Posted 1 week 12 hours ago

As politicians spar over whether the seminal Dodd-Frank Act has achieved its objectives on its fourth anniversary that passed on Monday, and attempts continue to repeal many of its provisions, Davis Polk reviewed the status of its implementation in our Dodd-Frank Progress Report.



Posted 1 week 1 day ago

Yesterday, ISS announced the issuance of its 2015 proxy voting policy survey. Investors, issuers and their advisors are encouraged to respond to the survey by August 29. In prior years, feedback to the survey has often informed changes to the voting policy for the upcoming proxy season. Policy updates will be issued in November.



Posted 1 week 5 days ago

For actively helping two public company clients lobby congressional staff members about pending legislation, the SEC charged Ernst & Young (EY) with violating the auditor independence rules by unlawfully advocating on behalf of audit clients.  Although the clients were involved with EY in the lobbying activities, neither were named in the SEC cease-and-desist proceedings against EY, and there appears to be no impact on the companies’ financial statements.



Posted 1 week 6 days ago

According to the ISS US preliminary postseason update, the win rate for dissidents, measured by whether they won at least one board seat through negotiations or a vote, was 59% at 22 contested elections in the first half of 2014, compared to 24 contests with a 68% success rate by June 2013.  The size of the target continues to increase, as seven of the companies had market capitalizations greater than $1 billion.  Notable for 2014 were what ISS dubbed “hydra-headed activist challenges,” where multiple dissidents targeted the same company but with competing visions, including at Darden and Sotheby's. 



Posted 2 weeks 1 day ago

The numbers keep changing, but the latest report indicates that six public (or soon-to-be-public) companies have adopted fee-shifting provisions in charters and bylaws since the Delaware court ruling in May that such provisions may be valid, in a case involving a non-stock company.  



Posted 2 weeks 6 days ago

85% of directors at Russell 3000 companies who failed to receive majority support for their election remain on those boards two years later, a recent study by the Committee on Capital Markets Regulation found.  The Committee recommends that the SEC require boards that retain directors who did not achieve majority support publicly disclose in some form the specific reasons for the boards’ decisions that those directors should remain.



Posted 3 weeks 1 day ago

Davis Polk lawyers have authored the “Global Overview” chapter of Getting The Deal Through – Corporate Governance 2014, an annual guide that examines issues relating to board structures and directors’ duties in 33 jurisdictions worldwide.



Posted 3 weeks 2 days ago

Davis Polk lawyers have authored the “Global Overview” chapter of Getting The Deal Through – Corporate Governance 2014, an annual guide that examines issues relating to board structures and directors’ duties in 33 jurisdictions worldwide.



Posted 3 weeks 2 days ago