TheCorporateCounsel.net

Here’s an excerpt from this Cooley blog:

Just when the U.S. is looking at how to roll back its regulations on corporations (among others), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a Shareholder Rights Directive, which introduces, among other things, the concept of binding say-on-pay votes for companies listed in EU markets (over 8,000 of them). The Directive also includes some interesting measures intended to impede short-termism.

According to the fact sheet issued by the European Commission, the Directive must still be adopted by the European Council (expected shortly) and, assuming adoption, will become effective two years thereafter.

Also see this blog by Gunster’s Bob Lamm…

Say-on-Pay: Have Smaller Companies Figured It Out?

Here’s a teaser for this Semler Brossy report:

To date, 1,972 Russell 3000 companies have held Say on Pay votes and 93% have passed with above 70% support. 31 companies (1.6%) have failed Say on Pay thus far in 2016; no additional companies have failed since our last report. Proxy advisory firm ISS has recommended ‘Against’ Say on Pay proposals at 12% of companies it has assessed thus far in 2016. Our special topic this week features a breakdown of Say on Pay results for S&P 500 companies compared against all other companies in the Russell 3000. So far in 2016, smaller companies are receiving higher average Say on Pay support compared to larger companies despite having a slightly higher failure rate. This development is a reversal from prior years when larger companies had noticeably stronger Say on Pay results.

Alex Lajoux: Evolving Corporate Governance

In this 34-minute podcast, Alex Lajoux, former Chief Knowledge Officer of the NACD, talks about her amazing career, including:

1. Where did you grow up?
2. How did you get into this field in the 1970s?
3. How has the NACD grown over the years?
4. How has governance changed during that time?
5. What are you doing now?

This podcast is also posted as part of my “Big Legal Minds” podcast series. Remember that these podcasts are also available on iTunes or Google Play (use the “My Podcasts” app on your iPhone and search for “Big Legal Minds”; you can subscribe to the feed so that any new podcast automatically downloads…

– Broc Romanek