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Results from: TheCorporateCounsel.net
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© 2023 Troutman Pepper Hamilton ... Published: 2023-01-24 13:16:12... to ensure that the decision to purchase or sell ... 10b5-1 trading plan from exercising any subsequent influence ... Disclosure Regarding Option Grants and Similar Equity ...
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CAQ Alert Published: 2021-06-10 12:17:54... is not, capable of exercising objective and impartial ... such as stocks, bonds, notes, options, or other securities. ... investment decisions or has control over the ...
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W W W I S S G O V E R N A N C E C O M U N I T E D S T A T E Published: 2025-04-01 12:32:57... exercised but simply vest, get credit. As such, unvested time-based restricted stock and RSUs get credit. Vested options ... time period was the decision by two large brokerage ...
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Some Thoughts for Boards of Directors in 2008 Published: 2007-12-06 17:17:30... backdating" and other option grant practices will ... of Chancery issued two decisions which establish that ... consultants and to exercise their own independent judgment. ...
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TheCorporateCounsel.net's Shareholder Proposals Handbook Published: 2025-11-21 13:41:46... Deciding which one (or more) of these options to pursue ... Reconsideration of Staf Decisions There are no formal ... allowed shareholders to exercise their voting franchise. ...
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Allianz Global Investors Published: 2021-05-04 16:45:10... have sufficient time and energy to exercise their roles on boards. ... Our concerns have included the use of stock options, which can encourage unsustainable decision- making at the ...
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2022 Developments in Securities and M&A Litigation - February... Published: 2023-02-14 20:00:34... In March 2022, the Chancery Court's decision in Level 4 Yoga, LLC v. ... Level 4 Yoga (the franchisors) exercised a pre-existing contractual option to require plaintiff (one of ...
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Proxy Contests WARREN S. DE WIED, FRIED, FRANK, HARRIS, SHRIVER... Published: 2018-12-03 16:03:57... result in Third Point exercising "negative control" over ... For a detailed summary of the Sotheby's decision, see Legal ... dynamics and the strategic options available to it. ...
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Accessing the US Capital Markets - Non U.S. Issuers Published: 2009-04-03 11:10:58... therefore part of the disclosure package on which an investor makes its decision. ... Among other things, the rule excepts odd-lot transactions, exercises of options, warrants, ...
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BlackRock and Vanguard Release 2025 Proxy Voting Guidelines Cooley Published: 2025-02-06 11:12:40... where such a repricing or option exchange includes named ... that boards should exercise limited discretion in ... on core business decisions and emphasized that many ...
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DOC Published: 2008-05-07 11:17:30... Given that the Stoneridge decision is a recent development ... Nusbaum's request for a safe harbor for the exercise of ... as well as the stock option backdating scandal and the ...
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Layout 1 Published: 2021-03-24 18:43:03... economy; denial is not an option as this is an existential ... rubber stamps away and exercise real oversight, requiring ... to accompany its decisions, and instead started ...
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UNDERSTANDING AND ALIGNING WITH BENEFICIARIES' SUSTAINABILITY Published: 2021-05-05 16:17:39... through provision of fund options or products (see Benefit ... to help inform their decision-making. 32 Where voting ... and that voting is exercised in a manner consistent ...
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Deconstructing Proxy Statements - What Matters to Investors Published: 2015-02-17 15:30:34... Believe the Proxy Voting Process Is a Valuable Exercise... ... For proxy voting decisions, investors rely most heavily on ... Stock buyback activity vs. options granted should be ...
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Shareholder Services and Glass Lewis, Published: 2019-03-13 18:50:13... Most likely, what makes sense is for the SEC to exercise ... influencing corporate decision- making without any ... even if they have the option of doing so less frequently. ...
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C H A P T E Published: 2015-10-09 13:34:10... of employees, typically exercise sole voting rights in the ... the authority to make decisions on behalf of the company ... in Italy and Portugal, companies are offered three options. ...
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THE ELUSIVE QUEST FOR GLOBAL GOVERNANCE STANDARDS Published: 2009-04-24 09:20:32... that shareholders approve certain option plans. 110 Finally, some measures ... power and can empower the minority to make certain decisions or exercise veto power over others. ...
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Michael Dambra SUNY, Buffalo Laura Field Pennsylvania State University Published: 2014-08-21 14:29:00... performance: The relative importance of IPO and M&A exits and exercise of abandonment options. ... 74-115. Zingales, L., 1995. Insider ownership and the decision to go public. ...
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Working Draft Published: 2016-01-22 19:00:09... fact that silence is an option under federal securities ... to make informed decisions about their investments ... convertible into or exercisable for common equity ...
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W W W I S S G O V E R N A N C E C O M U N I T E D S T A T E Published: 2025-03-27 15:41:24... a windfall risk; and ▪ Pay decisions that circumvent ... options or SARs in exchange for options or SARs with an exercise price that is less than the ...
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Microsoft Word - Rational Boundaries v25.DOCX Published: 2012-10-02 23:37:21... the Business Roundtable decision with settled principles ... afford this line-drawing exercise, the Commission itself ... the benefits of various policy options under consideration? ...
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Published: 2014-05-05 18:24:28... of interfering with the exercise of the shareholders' right to elect directors.‖). 37 option; 18 or (3) to the extent ... makes clear, the Board's decision to adopt the Rights Plan ...
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FINRA Annual Regulatory Oversight Report | January 2025 Published: 2025-01-31 08:47:01... the FINRA Cross Market Options Supervision: Potential ... X Tabletop Exercise (TTX): Regularly conducting a TTX to ... review underlying the decision to place a temporary hold ...
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Lowinger v. Morgan Stanley UNITED STATES COURT OF APPEALS Published: 2016-11-10 08:39:21... that they could cover by exercising a Green Shoe option or "by purchasing shares in the open market." ... is to limit the investment 18 decisions of large shareholders in order to ...
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Code of Ethics draft Published: 2010-01-20 13:23:26... although it might be the most politically palatable option. ... offers lessons in the tremendous power the SEC exercises. ... make sound investment decisions. 15 The principle of ...
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C Published: 2014-02-10 15:48:51... independence from management and exercises oversight of the development and ... Early movers have the advantage of time, with more decision-making options before market shifts ...
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Microsoft Word - 61-2007.doc Published: 2008-08-06 21:20:10... suit is not a business decision of the Board but rather a ... could have properly exercised its independent and ... Ch. 2007) (board approval of backdated options did not ...
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How to Handle Schrems II: European Data Protection Board Issues Published: 2020-11-24 18:11:03EU-US Privacy Shield Framework (European Commission Decision ... of the GDPR recites the options for such special ... used. 3. Empowering data subjects to exercise their rights. ...
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ISS and Glass Lewis Announce 2016... Published: 2015-11-30 14:17:49... to equity awards. Post-exercise or post-settlement ... of repricing stock options without shareholder ... and independence of the decision-making process involved ...
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Cooley Ale Published: 2010-09-16 17:21:32... sin- gle interests, make decisions that may not reflect the ... in the effective exercise of their state law rights ... right to acquire, such as options, would also be excluded ...
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Main Street Program | Legal Architecture Published: 2020-05-28 18:39:55... use the commitment letter option, the Main Street loan ... commercially reasonable decisions to protect taxpayers from ... factors when exercising its voting rights under ...
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Heads Up Published: 2012-10-16 17:28:20... or exercised," or the hedging relationship is otherwise no longer eligible. Extending the Fair Value Option Credit ... used as a basis for any decision or action that may affect ...
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Accounting Roundup Published: 2009-12-28 14:56:58... of Denominating the Exercise Price of a Share-Based ... SEC Issues Rule to Define "Annuity Contract" and "Optional ... agreed to change how a decision maker or service provider ...
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FREDERIC W. COOK & CO., INC. Published: 2015-12-02 17:13:32... related to plan awards or provision for reload options). ... assistance for the exercise or settlement of awards, ... in the compensation decisions of individual executives ...
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Gibson Dunn: 2021 Artificial Intelligence and Automated Systems... Published: 2022-03-29 14:17:09... Confidence Act to exercise its authority by enacting ... or deploying automated decision-making adopt an "ethics ... provide users with an option to opt out of algorithmic ...
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Gibson Dunn: International Cybersecurity and Data Privacy Outlook... Published: 2021-02-01 17:12:59... a draft implementing decision on SCCs for the transfer ... These SCCs are intended to be optional (the parties may ... data protection regime or exercise international transfer ...
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Year-End Tool KitDirector Independence, Audit Committee and Compensati... Published: 2023-01-24 20:39:19... within 60 days through the exercise of any option, warrant, conversion right, ... The timing of decisions on these appeals is uncertain. Until there is a change in ...
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Financial Services Alert (July 28, 2010, PDF) Special Edition Published: 2010-07-30 17:11:13... If the FDIC exercises this option, the counterparty is not permitted to terminate, accelerate or ... The Council's decision to set aside a regulation or provision thereof would render ...
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Bubbles and Their Aftermath Published: 2003-07-10 22:48:36... officers * Large stock option profits were realized by ... profession and SEC to exercise effective oversight of ... communication and decision-making on a cross- -14- ...
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030214_Insider Trading.qxd Published: 2003-07-10 21:17:10... securities (including options and stock appreciation ... terms and conditions; 6. Exercises, conversions or ... is not intended as a basis for decisions in specific cases. ...
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A Practical Guide for Directors of Financial Institutions Published: 2003-07-10 22:43:00... properly pro- tected in exercising his or her business ... may be preferable to option grants, since stock grants ... despite some recent decisions construing the terms of ...
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A Practical Guide for Directors in Responding to the Current... Published: 2003-07-10 22:44:14... be properly protected in exercising his or her business ... may be preferable to option grants, since stock grants ... despite some recent decisions construing the terms of ...
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Microsoft Word - SOx_Final Egan Copy.doc Published: 2013-07-02 14:12:05... that outside counsel had reviewed the decision." 433 Isselmann's downfall at this ... the anticipated success of the IPO (the option exercise prices were less than $4 and the IPO ...
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FinCEN Beneficial Ownership Rule Effective January 1, 2024 -... Published: 2023-12-13 00:55:38... directly or indirectly exercises substantial control over ... influence over important decisions made by the reporting ... convertible instruments; options or other nonbinding ...
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© 2023 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. A... Published: 2023-10-24 17:30:45... of pro- and anti-ESG rules have a number of options. ... Expect More Litigation: Decisions to fund or boycott ... that it will be exercising jurisdiction over carbon ...
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Quick Guide to REIT IPOs Published: 2019-05-14 12:55:56... consider the particular information important when making an investment decision. ... Stockholders may be permitted to exercise existing options (but not to sell the underlying shares), ...
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SUPREME COURT'S CYAN DECISION MEANS... Published: 2018-03-29 18:00:16SUPREME COURT'S CYAN DECISION MEANS OPEN SEASON FOR INVESTOR ... did not know, and, in the exercise of reasonable care, could ... removal and dismissal] option, everyone here agrees, was ...
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Governance Insights Center 2025 Annual Corporate Directors Survey Published: 2025-11-14 11:58:41... with a critical eye: Do the materials prioritize decision-useful content? ... Consider optional deep dives, table-top exercises or joint management-board sessions that bring oversight ...
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ROPESGRAY.COM Published: 2022-10-24 11:43:11... when deciding whether to exercise shareholder rights, ... investment practices and decisions where possible and ... if the investments are optional and if sufficient ...
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ISS Publishes 2015 Proxy Voting Guideline Updates Published: 2014-11-12 17:54:50... eliminates ISS's current option overhang carve out policy. ... established post exercise/vesting shareholding requirements. ... Delaware Supreme Court decision in favor of such actions, ...
