Cooley LLP updates

Do performance metrics based on relative total shareholder return transform an equity award into a lottery ticket?
Cooley LLP
  • Company & Commercial
  • USA
  • December 04 2017

According to a recent report, relative total shareholder return (rTSR) is still the most common performance measure used in long-term incentive plans for chief executive officers among S&P 500 companies. However, it has been suggested that rTSR does not adequately reflect individual or company performance, but rather frequently reflected market or industry trends as a whole. The report advocates a different approach based on operating performance measures, such as revenue growth.

2017 Audit Committee Transparency Barometer from Centre for Audit Quality shows continued increase in enhanced disclosures
Cooley LLP
  • Company & Commercial
  • USA
  • November 27 2017

The Centre for Audit Quality and Audit Analytics recently posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among companies in the S&P Composite 1500. The report shows continued voluntary enhancements to transparency and broadly increased disclosure around audit committee oversight of the external auditor.

'Tis the season: SEC Division of Corporation Finance issues new SLB regarding shareholder proposals
Cooley LLP
  • Company & Commercial
  • USA
  • November 20 2017

Just in time for the beginning of proxy and shareholder proposal season, the Securities and Exchange Commission Division of Corporation Finance has posted Staff Legal Bulletin (SLB) 14I on Shareholder Proposals. The SLB addresses the scope and application of the rules regarding ordinary business and economic relevance exclusion, the proposals submitted on behalf of shareholders (shareholder proposals by proxy) and the use of graphics and images.

NACD report on culture as a corporate asset couldn't be more timely
Cooley LLP
  • Company & Commercial
  • USA
  • November 06 2017

Recently, corporate cultures – or, more particularly, serious lapses in the same – have emerged as flashpoints, often with significant negative press coverage and severe economic consequences. A timely new report from the National Association of Corporate Directors suggests that boards should be paying more attention to the oversight of company culture – not just for scandal avoidance, but also "as a way to drive sustained success and long-term value creation".

Will board diversity be the new proxy access?
Cooley LLP
  • Company & Commercial
  • USA
  • October 02 2017

In 2014 New York City (NYC) Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies – and ignited the push for proxy access at public companies across the United States. The NYC Comptroller's Office recently announced the Boardroom Accountability Project 2.0, which will focus on corporate board diversity, independence and climate expertise. Will Project 2.0 have an impact comparable to that of the drive for proxy access?

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