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Results from: TheCorporateCounsel.net
  1. Improving Corporate Governance and SHAREHOLDER ENGAGEMENT Published: 2013-07-28 23:57:50
    ... including the duty to exercise independent judgement. ... Non-executives both support and challenge the decision- ... approach was the easy option, compared with a more ...
  2. Microsoft Word - SEC2008.DOC Published: 2008-09-09 16:16:07
    ... more than 180 days before the date of option exercise or other sale of a security, which ... provides notice of a decision to resign, retire or refuse to stand for re-election. ...
  3. BPP Oversight Committee 2024 Annual Report Published: 2024-11-01 11:34:57
    investors to exercise prudent and responsible ... trading and allocation decisions, shape engagement with ... Principles have a fallback option of communicating concerns ...
  4. Inside back cover Published: 2015-12-18 11:09:34
    ... under the company's stock option and other equity incentive plans, and otherwise exercise the authority of the board ... In light of this decision, companies may wish to be proactive ...
  5. SEC Publishes Final Rule Amending Accredited Investor Standard Published: 2011-12-28 21:34:27
    ... provisions for investment decisions made prior to the enactment of the ... as rights to acquire securities upon exercise of an option or warrant or upon conversion of a ...
  6. Section 5.1 Core Objectives of Executive Pay Published: 2019-09-18 13:43:50
    ... exercise prices or cancelling and replacing outstanding options with lower exercise prices. ... Companies should disclose such policies and decisions to invoke their ...
  7. Microsoft Word - 13324032_4.docx Published: 2013-12-23 17:40:00
    On appeal, the U.S. Court of Appeals for the Second Circuit reversed this decision, ... 8 As with many corporations, the Company exercised the option afforded by this section. ...
  8. T H E D I T I O N Guide to Effective Proxies DFINsolutions.com Published: 2020-09-18 11:12:42
    ... Stock options have an exercise price equal to the average of the high and low trading prices of ... (including their governance and ESG decision makers), holding approximately 58% ...
  9. Focus on Tax Controversy and Litigation Newsletter - Jan 2010... Published: 2010-01-27 22:30:58
    ... A third option is for the Swiss govern- ment to issue an ... In a separate but related decision, the FAC ruled on January ... the direct authority to exercise the power granted in the ...
  10. http://www.duanemorris.com/alerts/alert2706.html Published: 2008-01-12 18:32:02
    ... sustained or systemic failure of the board to exercise oversight." ... or shared by all shareholders (option cash-outs). The remainder of the decision addressed Globis' claims that ...
  11. To Our Clients and Friends Memorandum Published: 2022-03-04 14:44:14
    ... options exercises or assignments; put options exercises or assignments; tendered conversions; ... legal advice, and no legal or business decision should be based on its contents. ...
  12. The Corporate Counsel Published: 2023-11-04 21:47:20
    ... over purchase and/or sale decisions and the third party does not exercise that discretion when aware of ... standardized call option while aware of material nonpublic information. ...
  13. March 30, 2011 Published: 2011-09-14 14:02:26
    an "arbitrary and capricious" exercise of the SEC's authority. When the decision was rendered, the SEC ... boards and proxy advisory firms consider possible options. ...
  14. Through the looking glass Published: 2016-09-22 17:35:00
    ... As someone taking the final call on that risk, my safest option was ... impartial, purely legalistic decisions from the sidelines; they must exercise judgment on risk and ...
  15. Revenue Transition Resource Group Discusses Five New Issues Published: 2014-11-05 13:10:25
    The FASB expects to make a decision in the early part of the ...  Evaluating customer options for additional goods and ... He reminded auditors to exercise professional skepticism and ...
  16. EMPLOYMENT LITIGATION AND COUNSELING ADVISORY OSHA Reinstates... Published: 2021-12-27 09:44:09
    long as an employer is exercising reasonable, good faith ... giving employees the option to get COVID-19 ... Sixth Circuit's decision, so further developments may ensue. ...
  17. Restoring_Trust_Final.PDF Published: 2003-08-27 12:51:56
    ... the board of directors exercising any apparent restraint ... Massive volumes of stock options were granted to Ebbers, ... for all management decisions, subject to board ...
  18. Proposed Rule: Disclosure of Hedging by Employees, Officers and... Published: 2025-02-25 14:11:04
    ... policies and decisions regarding the named ... securities - such as options, warrants, convertible ... securities that have an exercise or conversion price ...
  19. Discussion Points for JCEB Meeting with SEC Staff - May 2, 2006 Published: 2025-02-03 15:47:06
    ... year as a result of compensation decisions, and in some cases performance, ... are not uncommon - e.g. extending the post-termination exercise period of an option. b. ...
  20. Things to Keep in Mind For Your Annual Report Published: 2025-01-07 13:20:23
    equity awards (stock options, stock appreciation rights ... subject to the award, the exercise price, the grant date ... judgment in their decision making, free from ...
  21. clearygottlieb.com Published: 2024-02-28 14:56:49
    ... Jan. 24, 2024) (Laster, V.C.) (noting that "some Delaware decisions assert that a controller can exercise ... insurance premiums and the options market as examples of situations ...
  22. The Corporate Transparency Act: A Quick Reference Guide Contents Published: 2024-02-06 11:00:42
    ... instrument and any option granted by the Reporting ... holding the position or exercising the authority of a (i) ... 20 An "important decision maker" is any individual ...
  23. Top 5 SEC Enforcement Developments ... Published: 2023-02-21 16:30:36
    ... sale of securities resulting from his exercise of options and PRSUs, and certain attorney's ... material information that would have been relevant to their investment decisions. ...
  24. This newsletter is intended as an information source for the... Published: 2020-05-24 19:32:50
    and make reasonable decisions - with proper purpose and ... in a like position would exercise; and 3) in a manner that ... pre-emptive exploration of restructuring and sale options. ...
  25. Crawl. Walk. (Bank) Run: The 2023... Published: 2023-04-01 16:12:36
    ... to strengthen its liquidity by exercising an option to borrow up to 50 billion Swiss ... same ability to influence, vote on, or object to the FDIC's decisions as receiver. ...
  26. Microsoft Word - ReadyForPDF.doc Published: 2008-09-21 23:50:38
    ... The ban does not apply to short sales as a result of automatic exercise or assignment of an equity option ... and no legal or business decision should be based solely on its content. ...
  27. Microsoft Word - 2011 ABA Outline _3_.DOC Published: 2011-04-13 14:20:23
    ... Exactech exercised the Buyout Option and requested a merger as the transactional form. As a result, ... the merger (but not the initial decision to grant the Buyout Option) and ...
  28. One Minute Memo Published: 2018-04-26 18:43:42
    to a benefit plan exercising its shareholder rights). ... investment choices at issue when making a decision." ... This investment option may be added to the ...
  29. Microsoft Word - LNDOCS01-#579096-v1-Global_Clampdown_on_Short... Published: 2008-11-14 12:50:41
    ... occur as a result of automatic exercise or assignment of an equity option held prior to effectiveness of ... Orders." (Reasons for the Decision to Extend the Temporary Cease ...
  30. California Regulator Fines Honda $632,500 for Privacy Violations Published: 2025-03-20 16:20:09
    in its first order of decision (the "Final Order") under ... to "verify" consumers who exercise the right to delete, ... the privacy-protective option cannot be longer or more ...
  31. Microsoft Word - 11994441_1.DOC Published: 2010-04-26 15:40:38
    makes the threshold directional decision whether to (i) make a demand on ... stock to set (a) an unfairly low exercise price for stock options granted to them and others ...
  32. New York Washington, D.C. Los Angeles Palo Alto... Published: 2020-04-09 18:38:33
    or targets as well as option repricing), poison pills ... COVID-19 pandemic and the decision by many companies to hold ... assess whether directors exercised appropriate discretion ...
  33. Local: X:\NrPortbl\US_ACTIVE\POWELLRR\43858171_7.DOC Published: 2013-06-27 16:38:42
    ... directors should: 1. exercise objectivity and autonomy to make in- dependent, informed decisions; 2. develop the ... to be used for options and other forms of equity grants. ...
  34. I Published: 2008-12-04 17:49:16
    ... connection with it, but the decision to transform the nature of Centerline, as well. ... "special preferred shares," "vested options exercisable for common shares," and "convertible ...
  35. 040105_equityCompensation.qxd Published: 2004-01-07 00:13:38
    ... an option holder is permitted to exercise options following termination of employment, so ... purposes only and is not intended as a basis for decisions in specific cases. ...
  36. Cooley Godward LLP | News & Publications | Cooley Alerts | Pension... Published: 2006-09-08 16:50:06
    ... her account during the change in options if the participant exercised control over such assets before a ... The decision of IBM, the antithesis of a faltering manufacturing company, ...
  37. SEC_Adopts_Significant_Changes.qxd Published: 2007-12-15 10:30:13
    ... to provide that, upon a cashless exercise of options or warrants, the newly acquired ... requirement resulted in compensation decisions of this type being influenced by the ...
  38. ALERTS Say-on-Pay Vote Reporting Under... Published: 2023-06-15 16:14:35
    ... Exercising voting power means the manager made or influenced a voting decision by using its ability to vote or direct ... information the manager optionally might wish to provide ...
  39. Proxy Design Library Published: 2021-11-02 14:05:00
    ... Awards at Fiscal Year-End 2020 57 Option Exercises and Stock Vested in 2020 58 ... and Procedures for Compensation Decisions . . . . . . . . . . . . . . . . . . . ...
  40. PE Report Fall 2009_Layout 1 Published: 2009-12-04 13:07:02
    ... a reduction in the number of option shares in addition to a change in the exercise price, may require ... unfunded obligations, or a decision to pare back overall exposure ...
  41. Debevoise In Depth Published: 2023-12-27 10:43:44
    disclosure of any stock option or stock appreciation ... date, number of shares, exercise price, grant date fair ... security holder's voting decision on the proposal being ...
  42. PUBLICATIONS Ground-Breaking Delaware ... Published: 2016-02-22 16:26:05
    ... Yahoo had met the performance criteria for option vesting. ... Compensation This decision serves as yet another reminder to directors that they must exercise their own independent ...
  43. PUBLICATIONS SEC Accelerates Filing Deadlines for Beneficial... Published: 2023-10-23 17:07:36
    60 days, such as securities underlying options, warrants or convertible securities exercisable within 60 days. ... regarding its voting decision, without more, as indicia of ...
  44. Navigating Uncertain Times: IPO Insights for Late-Stage Technology Published: 2023-03-10 16:31:21
    ... As executives explore alternate funding options, investor ... and investment decisions, with roughly half of ... (75%), cost-cutting exercises (42%) and an M&A ...
  45. Evaluating Pay for Performance ... Published: 2011-12-21 19:44:00
    ... date value)  Stock Option Awards (grant date value) ... and the realized gains of vested and exercised grants. ... It is those decisions that investors generally wish to ...
  46. http://thewritestuff.jonesday.com/ve/83KHeb3071IwOFO/page=5 Published: 2007-07-03 10:57:26
    ... | 230.97 kb Options Backdating.pdf | 212.98 kb ... The Supreme Court's recent decision in Watters v. Wachovia ... the state agency to exercise oversight over the corporation. ...
  47. Directors' Monetary Liability for Actions or Omissions Not in... Published: 2009-05-30 13:32:01
    ... in determining the size of option grants and no-fault termination ... The plaintiffs argued that the failure to exercise due care by making a material decision without adequate ...
  48. A(nother) Roadblock for EU-U.S. ... Published: 2023-06-06 15:09:25
    ... exercise is undertaken considering the public interests relied upon. The DPC did leave open the option of ... Although this was not considered in the Decision, collecting ...
  49. Place Title of Article Here Please Place Title of Article Here... Published: 2019-02-07 14:07:19
    to persons that own, or exercise investment discretion ... and standardized options) in an aggregate amount ... that where investment decisions by an employee benefit ...
  50. Microsoft Word - 26Nov08Florio.doc Published: 2008-11-28 12:18:23
    ... will be able to block decisions that could affect the ... by a foreign person of options, warrants, or convertible debentures that can be exercised for or converted into ...
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