TheCorporateCounsel.net

August 20, 2012

IRRC and GMI Ratings Study Looks at Director Election Outcomes

A recent study by the Investor Responsibility Research Center Institute and GMI Ratings found that only five percent of corporate directors receiving majority withhold votes are removed from boards, however approximately fifty percent are unseated at companies with majority voting standards. The study looks at the causes of withhold/against votes for directors, finding that fifty percent of withhold votes are attributable to corporate specific issues, and more than seventy-five percent of withhold votes can be attributed to six main factors: (1) poison pill adoption without shareholder approval; (2) failed attendance; (3) related party transactions; (4) overboarding; (5) company-specific compensation concerns; and (6) discontent regarding board oversight of a company’s affairs. The remaining portion are very much situational, where the circumstances leading to discontent with directors vary widely.

Our New “Related Party Transactions Disclosures Handbook”

Spanking brand new. Posted in our “Related Party Disclosures” Practice Area, this comprehensive “Related Party Transactions Disclosures Handbook” provides a heap of practical guidance about how to navigate under Item 404 of Regulation S-K. This one is a real gem – 63 pages of practical guidance…

The Second Deal Cube Tourney: Round One; 4th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

Crib, High Chair and Changing Table
Takeout Cup
Coffin
Standard

Online Surveys & Market Research

– Dave Lynn