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    1. Issues to Consider When Officers Grant Equity Awards

      Issues to Consider When Officers Grant Equity Awards

      Equity-based awards are often a significant element of a company’s compensation program. However, unlike more broad-based employee benefit programs, which are generally only subject to federal laws, equity-based compensation arrangements are, in most cases, subject to both federal (for example, the Securities Exchange Act of 1934, as amended (Exchange Act)) and state laws...

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    2. Looking Ahead to the 2022 Proxy Season: ISS Annual Policy Survey and New Climate Survey Topics Reflect Focus on ESG and Climate Risk Oversight and SPAC Transactions

      Looking Ahead to the 2022 Proxy Season: ISS Annual Policy Survey and New Climate Survey Topics Reflect Focus on ESG and Climate Risk Oversight and SPAC Transactions

      Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey (available here) along with a separate Climate Policy Survey (available here), signaling potential changes to voting policies for 2022. Topics covered in the Annual Policy Survey include non-financial environment, social and governance (ESG) performance metrics in executive compensation plans, racial equity audits, virtual-only annual shareholder meetings, CEO compensation and votes on SPAC transactions...

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    3. Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing

      Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing

      As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities brought to the fore by the killings of George Floyd and others, and steering through a hyper-partisan and unprecedented U.S. presidential transition...

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    4. Harvard Law Professor Warns Nasdaq's Proposed Board Diversity Rule Would Harm Investors

      Harvard Law Professor Warns Nasdaq's Proposed Board Diversity Rule Would Harm Investors

      Jesse Fried is the Dane Professor of Law at the Harvard Law School. He and Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate governance and executive compensation. A few days ago, he posted a paper that challenges what many, including Nasdaq, regard as an incontrovertible fact - board diversity improves financial performance...

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    5. Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

      Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

      On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill”— with a 5% trigger 1 that The Williams Companies, Inc. (“Williams” or the “Company”) adopted at the beginning of the COVID-19 pandemic...

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    6. 2021 Compensation Committee Handbook

      2021 Compensation Committee Handbook

      The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits group at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates is intended to help compensation committee members understand and comply with the duties imposed upon them...

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