January 23, 2006

Nell Minow on Majority Voting and Compensation Disclosures

In this podcast, Nell Minow, Editor of The Corporate Library, provides her reactions to the executive compensation disclosure proposals from last week’s open Commission meeting and the ongoing majority vote movement, including:

– What do you think of the SEC’s new executive compensation proposal?
– How do you think the new related-party transaction disclosures will impact investor attitudes?
– What importance do you place on the majority vote movement?
– Do you think hedge fund or other short-term activists might abuse a majority vote standard?
– Might other more traditional activists now use their “no” votes differently under that standard?

Is ISS Conflicted?

Today’s Washington Post includes this lengthy article about ISS and its potential conflicts.

Should We Merge or IPO?

For those participating in tomorrow’s webcast – “Should We Merge or IPO?” – please print off these course materials from Dave Segre of Wilson Sonsini. In addition to Dave (who did Google’s IPO), join Jim Fulton of Cooley Godward, Scott Stanton of Morrison & Foerster and banker Ralph Della Ratta of Western Reserve Partners.

Proxy Season Checklists

We continue to post checklists related to the proxy season – including ones yesterday from Davis Polk and Covington & Burling – in our “Proxy Season” Practice Area.

You might also want to check out this letter that the NYSE just sent to listed companies, reminding them of their proxy season obligations.