The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 27 May 2021 19:20:40 +0000 en-US hourly 1 https://wordpress.org/?v=5.7.1 2019 Proxy and Annual Reporting Season: Let the Preparations Begin https://corpgov.law.harvard.edu/2018/10/03/2019-proxy-and-annual-reporting-season-let-the-preparations-begin/ https://corpgov.law.harvard.edu/2018/10/03/2019-proxy-and-annual-reporting-season-let-the-preparations-begin/#respond Wed, 03 Oct 2018 13:15:44 +0000 https://corpgov.law.harvard.edu/?p=111212?d=20181003091544EDT Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Wednesday, October 3, 2018
Editor's Note: Laura D. Richman is counsel and Michael L. Hermsen is partner at Mayer Brown LLP. This post is based on a Mayer Brown memorandum by Ms. Richman, Mr. Hermsen, David S. Bakst, Robert F. Gray, Jr., Elizabeth A. Raymond, and David A. Schuette.

It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting of shareholders. This post highlights issues of importance to the upcoming 2019 proxy season, including:

  • Pay Ratio
  • Say-on-Pay
  • Compensation Litigation and Compensation
    Disclosure
  • Board Diversity
  • Investor Stewardship Group
  • Voluntary Proxy Statement Disclosure
  • Shareholder Proposal Guidance
  • ESG Shareholder Proposals
  • Notice of Exempt Solicitations
  • Proxy C&DIs
  • Pay Ratio
  • Examination of Proxy Process
  • Virtual Meetings
  • Disclosure Update and Simplification
  • Cybersecurity Disclosure
  • Risk Factors
  • Accounting Impact of Tax Reform
  • Auditor Report Requirements
  • Iran Disclosures
  • Changes to Form 10-K Cover Page
  • Exhibit Hyperlinks

(more…)

]]> https://corpgov.law.harvard.edu/2018/10/03/2019-proxy-and-annual-reporting-season-let-the-preparations-begin/feed/ 0 10 Tips for Upcoming Annual Shareholder Meetings https://corpgov.law.harvard.edu/2018/04/11/10-tips-for-upcoming-annual-shareholder-meetings/ https://corpgov.law.harvard.edu/2018/04/11/10-tips-for-upcoming-annual-shareholder-meetings/#respond Wed, 11 Apr 2018 13:01:54 +0000 https://corpgov.law.harvard.edu/?p=106119?d=20180411081806EDT Posted by Laura D. Richman and Michael L. Hermsen, Mayer Brown LLP, on Wednesday, April 11, 2018
Editor's Note: Laura D. Richman is counsel and Michael L. Hermsen is a partner at Mayer Brown LLP. This post is based on a Mayer Brown publication by Ms. Richman, Mr. Hermsen, David S. Bakst, Robert F. Gray, Jr., and Anna T. Pinedo.

With spring beginning, many public companies are getting ready for their annual shareholder meetings. Here are some tips to consider as part of the planning process.

Meeting Logistics. Check and double-check meeting logistics. While this may sound basic, it is important to confirm and reconfirm the venue, in addition to all meeting participants and service providers, as the meeting date approaches. Be sure the meeting room will be set up in the manner the company prefers with the equipment the company needs. If the company will be incorporating electronics into its meeting (i.e., conducting a fully virtual meeting, holding a hybrid meeting to allow shareholders to attend in person or via computer, webcasting the proceedings or otherwise), test the technology in advance and have a workaround ready in case of an outage. Advance planning for various contingencies contributes to the smooth running of the annual shareholder meeting.

(more…)

]]> https://corpgov.law.harvard.edu/2018/04/11/10-tips-for-upcoming-annual-shareholder-meetings/feed/ 0