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Picking your poison” is taking on a whole new meaning in corporate governance these days. Poison pills—the controversial plans companies adopt to prevent hostile takeovers—are rising in popularity around the world even as they are becoming more rare in the United States, according to a report by the Institutional Shareholder Services. “Every country has a […]

Corporations should heed early warnings that they may encounter a “perfect storm” during the 2008 proxy season. The lead elements in this storm are executive compensation, forthcoming proxy reforms, and the increasing power of shareholder democracy. The ultimate victims could be boards of directors that fail to pay sufficient attention to the potential impact of […]

Supporters and opponents alike of giving smaller companies more time to comply with Section 404 of the Sarbanes-Oxley Act are closely watching an attempt by lawmakers to sink the Securities and Exchange Commission’s plans to have those issuers begin phased-in compliance at the end of this year. Observers are no doubt anxiously waiting to see […]

Ready or not, here it comes: the online proxy statement. Despite pleas for delay, the Securities and Exchange Commission is moving forward with its plan to require issuers and other soliciting persons to make proxy materials available online and in print and let shareholders choose how they get them. As part of a larger effort […]

Four years after the Securities and Exchange Commission first adopted rules to implement Section 404 of the Sarbanes-Oxley Act, Corporate America finally has what it wanted: guidance on how to assess and report on their internal controls over financial reporting as required by those rules. The SEC published its interpretive guidance and related rule amendments […]

A forum to seek input on proxy voting rules has re-opened the debate over the controversial practice of broker voting, with a one new alternative being suggested and another rule proposal filed. Broker voting was among the topics discussed at a May 24 roundtable on the proxy process. The half-day forum was the second in […]

A who’s who of the securities regulation world gathered in New York last week. The agenda: to debate the merits of rules-based or principles-based enforcement. The conclusion, such that it was: Anyone hoping regulators will decisively embrace one system or the other should forget about it. Numerous reports have cropped up in the United States […]

Long-awaited final rules governing the tax treatment of nonqualified deferred compensation hold some good news for companies, but they must act quickly—and carefully—to take advantage of the added flexibility, experts say. The final regulations under Section 409A, a complex set of rules that govern the tax treatment of nonqualified deferred compensation, span almost 400 pages […]

Shareholder access to the proxy statement—an idea anathema to most of Corporate America, but nevertheless one forcing itself upon boardrooms anyway—is back on the agenda for the Securities and Exchange Commission. The SEC has scheduled a trio of roundtables on shareholder rights and the federal proxy rules, including one to examine the relationship between federal […]

In the movie “Syriana,” a lawyer investigates irregular payments by a U.S. oil company to secure concessions in Kazakhstan. When the lawyer confronts Danny Dalton, one of the oil company’s directors, Dalton retorts: “Corruption? Corruption ain’t nothing more than government intrusion into market efficiencies in the form of regulation … We have laws against it […]