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Results from: TheCorporateCounsel.net
  1. Microsoft Word - 427_201206111439260871.rtf Published: 2012-06-13 20:38:00
    ... Caremark, 698 A.2d at 968. "[D]irectors' good faith exercise ... most direct option is to allege with particularity actual board involvement in a decision that violated positive law. ...
  2. Best Practices for Securing Data Used to Train & Operate AI Systems Published: 2025-06-10 13:40:50
    ... recommendations, or decisions influencing real or ... inference to formulate options for information or action." ... Exercise caution before using a model without such ...
  3. Alerts Published: 2020-03-23 18:29:09
    ... its decision to terminate for cause. Termination for convenience or cause may, of course, not be a viable option for a ... worth noting that while exercising one or more risk ...
  4. Inside back cover Published: 2012-12-04 15:26:40
    ... is an element in their decision-making process and (B) at ... (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or ...
  5. FAQ: Majority Voting for Directors Published: 2017-01-05 13:17:10
    ... qualified to make final decisions about the fate of ... shareholders to have an option to vote against directors ... of directors in their exercise of power over property ...
  6. Global Crisis Management Handbook - 2018 Published: 2018-10-25 17:22:43
    ... Commission adequacy decision or appropriate safeguards ... Explicit consent by the data subject is an option, but the ... for "the establishment, exercise or defence of legal ...
  7. View PDF Published: 2024-11-05 09:55:10
    ... participate in decisions on behalf of a non-U.S. person" and exercising that authority "to direct, ... or covered companies, such as stock options or carried interest. ...
  8. Even before the pandemic, the areas for which boards of directors Published: 2022-03-29 14:26:15
    ... no longer have the option to avoid AI's unique risks ... or data; without data, decisions would be made, and ... Does the full board exercise this oversight responsibility, ...
  9. Year-End Tool KitDirector Independence, Audit Committee and Compensati... Published: 2023-01-24 13:48:02
    ... within 60 days through the exercise of any option, warrant, conversion right, ... The timing of decisions on these appeals is uncertain. Until the litigation ...
  10. A Comprehensive Overview of Dodd-Frank Wall Street Reform and... Published: 2010-08-03 12:27:09
    ... directly or indirectly exercises a controlling influence ... into equity at the option of the company or the ... Any decision by the Council must be made with a 2/3rds vote, ...
  11. Issues & Trends Published: 2012-10-04 23:42:00
    ... Exposure Draft Tentative Decisions Onerous Test The proposal ... forward, call option, or put option). If a customer has a significant economic incentive to exercise an ...
  12. LDNviewpoints Published: 2014-09-04 13:50:27
    ... Considerations on Possible Policy Options., June 25, 2012. 9 Bew and Fields, "Voting Decisions at US Mutual Funds: ... Conclusion As they exercise oversight for their companies, ...
  13. Looking Ahead to the 2025 Proxy Season: Key Corporate Governance... Published: 2025-01-15 15:48:54
    ... year, the company awarded options to named executive ... underlying such award, exercise price, grant date fair ... evidence of problematic decisions or actions, such as ...
  14. Debevoise In Depth Published: 2024-05-01 13:34:26
    Russian courts exercised restraint and adopted a ... of the Amendments Recent decisions of Russian courts suggest ... Options to Mitigate Risks The optimal strategy will ...
  15. REIT IPOs and Listing Transactions: A Quick Guide Published: 2024-03-18 14:07:08
    ... There are a variety of options for such a structural ... Companies pursuing an IPO should also exercise care in ... considered to ensure that decision-making reflects diverse ...
  16. XPP-PDF Support Utility Published: 2009-05-08 21:13:47
    ... Equity Line, even before an issuer exercises its put option through the Equity Line, assuming ... before investors make an investment decision, if it believes that the current ...
  17. What SPAC Sponsors, Directors and Officers Can Do to Mitigate Published: 2021-03-17 18:22:51
    ... different and SPAC shareholders may exercise redemption options if they are not satisfied with the ... legal advice, and no legal or business decision should be based on its content. ...
  18. As published in [Directorship Published: 2010-07-26 14:38:54
    ... engage these institutions more frequently on executive pay decisions. ... look back period applies to options granted, vested and/or exercised during the previous three-year ...
  19. ATTORNEY ADVERTISING Published: 2017-03-30 18:57:05
    ... as no policy decision is involved in the change in law. Defining the ability of the government to exercise these powers ... agreement. There is an option to agree to extend ...
  20. Securities Regulatory, Enforcement and Litigation Update Published: 2011-04-22 19:29:24
    ... making an informed decision to determine whether to bring action against the firm. ... has received attention is the requirement to perform a "locate" before exercising a put option. ...
  21. SIDLEY UPDATE Emerging Trends Related to ESG Disclosures Highlighted... Published: 2020-07-16 18:56:14
    Governance Factors and Options to Enhance Them," examines ... performance when making voting decisions at annual meetings. ... This exercise is worthwhile even where management and the ...
  22. BTG58611-Cover.cs3.indd Published: 2013-06-26 19:33:00
    ... other compensation awards, option exercises and any other arrangements pursuant to ... of directors, involved in making decisions regarding compen- sation policy for ...
  23. SEC Adopts Proxy Access T Published: 2010-09-01 22:11:48
    ... These decisions may require the nominating/ corporate governance committee ... such as securi- ties underlying options that are currently exercisable but have not been exercised. ...
  24. 2024 Annual Stewardship Report Published: 2025-06-10 13:21:14
    ... that have broad impact across a range of investment options. ... when making voting decisions on behalf of our clients. ... We expect our portfolio companies to exercise effective ...
  25. Securities Law Update, January 2009 Published: 2009-01-22 15:56:04
    ... or proxy holders the option of attending meetings by ... responsible behaviour and decision-making or code adopted by ... to interfere with the exercise of a member's independent ...
  26. Microsoft Word - 9392 Weilbriefing_SEC_CG_8_27_v6.doc Published: 2010-08-28 21:28:30
    ... Before finalizing their nomination decisions, nominating committees may wish to ... (thereby excluding securities underlying options that are exercisable but have not been exercised). ...
  27. The White & Case Published: 2008-09-28 14:08:55
    policy statements and decisions that affect public and private companies. ... occurring due to automatic exercise or assignment of equity options held prior to effectiveness of ...
  28. Webcast - "Nasdaq Speaks '15: Latest Developments and Interpretations... Published: 2025-06-24 15:03:55
    ... which automatically stays the delisting pending the panel's written decision. ... are beyond the control of the company, such as when the options are exercised by employees. ...
  29. Webcast - "On Demand CLE Credit: The SEC's Rule 10b5-1 Amendments... Published: 2025-07-13 16:28:40
    ... ultimately, when the disclosures are required, it may impact decisions in that space. ... grant, the grant date fair value, the options exercise price and the percentage change in ...
  30. Securities Update Published: 2009-12-31 20:30:35
    ... as a general rule, the threshold exercise price for the new options should be the higher of 50% above ... The Commission's decision to exclude ACL as a defendant shows that the SEC ...
  31. 031222_issuerRepurchases.qxd Published: 2003-12-23 22:42:06
    ... obligations upon exercise of outstanding put options issued by the company, or in other transactions). ... only and is not intended as a basis for decisions in specific cases. ...
  32. Course Materials Published: 2022-04-19 12:20:22
    ... In Japan, we will recommend voting against the use of options with short exercise periods, and in ... This decision will be informed by a range of indicators, such as a failure to ...
  33. 2023 Director Education Opportunities Published: 2023-06-08 11:29:33
    ... boards, and it explores options and opportunities in ... crises and make decisions that drive long-term ... And how can directors best exercise their responsibilities ...
  34. REPORT Securities Litigation Article REPRINT CONTINUED ON PAGE... Published: 2010-03-24 17:02:07
    ... an employee's decision, to exercise or waive his or her privilege against self-incrimi- nation. ... But see Option Resource Group v. Chambers Development Co., Inc., 967 F. supp. 846, ...
  35. Exchange Act filing deadlines| Disclosure guidance | Shareholder... Published: 2020-04-30 13:37:25
    ... the notice-only delivery option for proxy materials in a ... review the materials and exercise their voting rights under ... the reason for the decision (i.e., related to ...
  36. TITLE I S S G O V E R N A N C E C O M Published: 2021-12-30 10:20:03
    ... a windfall risk; and ▪ Pay decisions that circumvent pay-for-performance, ... the same as that of the replaced option; ▪ Exercise price--should be set at fair market ...
  37. TITLE I S S G O V E R N A N C E C O M Published: 2022-01-05 10:19:14
    ... Vote for the proposal when there is a pattern of abuse by executives exercising options or ... Such decisions are more appropriately made by management with consideration of ...
  38. Microsoft Word - 2022 Proxy and Annual Report Season.docx Published: 2021-10-04 15:55:49
    meetings supplemented by audio and/or video options. ... The Time to Get Started Is Now influence this decision. ... each year is an important exercise for the entire risk ...
  39. Report Published: 2022-01-31 12:03:16
    ... We nonetheless hope such an exercise will help decision makers refine their understanding of the ... replace established high-emissions options: Carmakers might produce EVs instead ...
  40. Beneficial Ownership Information: ... Published: 2022-10-28 11:29:14
    ... either: (1) exercises substantial control over ... Reserved. over important decisions made by the Reporting ... on such instruments, options, or other instruments used ...
  41. U.S. SEC Proposes Amendments Regarding Rule 10b5-1 Plans and... Published: 2021-12-17 14:51:01
    ... other equity awards with option-like features to executive ... any other person who exercised such influence was not ... overseeing key corporate decisions that have the potential ...
  42. Microsoft Word - 24Mar09PPIF.doc Published: 2009-03-24 15:35:18
    ... must be and what special remedies would be needed if the Treasury exercised this option. ... legal advice, and no legal or business decision should be based on its content. ...
  43. Title of Document Published: 2010-01-05 18:18:27
    ... Vote FOR the proposal when there is a pattern of abuse by executives exercising options or ... Such business decisions are better left to company management or portfolio managers. ...
  44. SEC Adopts Amendments to Rules Governing Rule 10b5-1 Trading... Published: 2023-11-03 14:11:48
    ... Company, including decisions regarding the Reporting ... or not anything needs to be paid to exercise the conversion. ... or right is a debt.  Option or Other Non-Binding ...
  45. As our clients and friends once again embark on preparations... Published: 2014-12-08 17:32:17
    ... ISS position that stock options that vest on a time-based ... has established post-exercise/vesting holding periods ... elements, features and decisions. □ Confirm transition ...
  46. Microsoft Word - 0900b0da80336db6.doc Published: 2008-03-05 15:51:24
    ... Investments involve risks and investors should exercise prudence in making their investment decisions. The report ... Options, derivative products and futures are not suitable for all ...
  47. © 2022 Winston & Strawn LLP Published: 2022-11-02 14:45:12
    ... company, including decisions regarding: 1. The nature, ... are calculated at the present time, and any options or similar interests of the individual are treated as exercised. ...
  48. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 13:47:01
    ... Vote for the proposal when there is a pattern of abuse by executives exercising options or ... Such decisions are more appropriately made by management with consideration of ...
  49. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 12:23:10
    ... Vote for the proposal when there is a pattern of abuse by executives exercising options or ... Such decisions are more appropriately made by management with consideration of ...
  50. Microsoft Word - 9ZVF11!.DOC Published: 2025-03-06 14:45:27
    ... affording the board the option of retaining that ... law with respect to exercising the functions of the ... than a confirmation decision under the first Modified ...
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