January 21, 2020

They’re Baaack! Dave & Marty’s Radio Show

After a 7-year hiatus, I’m thrilled to announce that Dave Lynn & Marty Dunn have resurrected their “Dave & Marty Radio Show.” Topics covered in this 21-minute episode include:

– “Top 10” expectations for this shareholder proposal season

– The latest issues with non-GAAP financial measures and key performance indicators

Airbnb Establishes “Stakeholder” Board Committee

On Friday, Airbnb announced a detailed “stakeholder” approach to governance and company-wide compensation. It identifies five key groups of stakeholders (including shareholders) – as well as principles for serving each group and detailed metrics to track progress against those principles. Here’s what it’s doing at the board level:

First, we will be establishing an official Stakeholder Committee on Airbnb’s Board of Directors. The Committee will be chaired by Belinda Johnson after she transitions from her current role as Chief Operating Officer to become a member of the Airbnb Board. This Committee will be responsible for advising our Board regarding our multi-stakeholder approach and the impact of our company on our stakeholders, the steps to institutionalize this approach into our company’s governance, and the application of our corporate governance principles to shape the future of our company.

Airbnb will report on its progress at a new “Stakeholder Day” – according to this NYT interview with the company’s CEO, that day will be similar to a traditional annual meeting but with a broader invite list that includes customers, hosts and employees. This WSJ piece ponders how the company’s approach will work out when it launches its expected IPO later this year.

Airbnb’s move arises out of last year’s statement on “corporate purpose” by the Business Roundtable. Don’t miss our webcast at 2pm ET today – “Deciphering ‘Corporate Purpose’” – to hear Morrow’s John Wilcox, Freshfields Bruckhaus’ Pam Marcogliese and Morris Nichols’ Tricia Vella discuss the debate over “shareholder primacy” – including what it means for directors’ fiduciary duties and disclosure.

Tomorrow’s Webcast: “2020 Section 16 Changes with Alan Dye”

Tune in tomorrow for the webcast – “2020 Section 16 Changes with Alan Dye” – to hear Alan Dye of and Hogan Lovells the latest developments and compliance requirements for Section 16, including the Section 16(b) plaintiff’s bar. Get answers to:

– What recent rule changes mean for your compliance program
– The status of cases challenging the Rule 16b-3 exemption for tax withholding
– What the latest issues are—and what you can do to resolve them
– Considerations to keep in mind for Form 5 reporting and Item 405 disclosures
– How to keep your compliance program up-to-date

Liz Dunshee