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Director Independence ( November 2003 )
The role of independent directors lies at the center of the current movement aimed at enhancing corporate governance among U.S. public companies. But, independence is in large part dependent on the particular governance function being performed by the director. -
SEC Approves Final NYSE and Nasdaq Corporate Governance Standards ( November 2003 )
On November 4, 2003, the SEC approved final amendments to the NYSE and Nasdaq corporate governance listing standards. The final amendments are nearly unchanged from the proposed amendments summarized in our <i>Public Company Advisories</i> dated October 21, 2003. The principal new requirements for both NYSE and Nasdaq companies include the following items. -
Fiduciary Fallout: 2003 Delaware Case Law Year In Review ( November 2003 )
2003 was a busy year for the Delaware courts. The three major decisions published during the year underscore the increased focus on board room governance. -
IRS Regulations Clarify Open Issues on Golden Parachutes ( October 2003 )
The IRS' golden parachute payment rules can result in severe adverse tax consequences to both corporations that make, and an executive who receives, parachute payments. This article discusses the final golden parachute payment regulations published by the Internal Revenue Service in August of 2003. -
SEC Approves NYSE and Nasdaq Rules Relating toShareholder Approval of Equity Compensation Plans ( October 2003 )
Effective June 30, 2003, the Securities and Exchange Commission (SEC) approved new rules of the New York Stock Exchange (NYSE) and of the Nasdaq Stock Market (Nasdaq) that significantly broaden shareholder approval requirements for equity-based compensation plans. Among other things, the new rules eliminate exceptions formerly available for broadly based plans and certain <i>de minimis</i> equity grants. -
SEC Expected to Approve Final NYSE Corporate Governance Listing Standards ( October 2003 )
Completing a process that began in June 2002, the SEC is expected to approve the New York Stock Exchange’s new corporate governance listing standards. This Advisory discusses the proposed standards as published by the NYSE on October 9, 2003. In most cases, listed companies must comply with the new standards in time for their 2004 annual meeting. -
SEC Proposes Expanding Shareholder Ability to Nominate Directors ( October 2003 )
On October 8, 2003, the SEC announced rule proposals that would require companies to include in their proxy materials the names of shareholder nominees to the board of directors, as well as disclosures concerning those nominees including biographical information. -
Nasdaq and the New York Stock Exchange Revise Shareholder Approval Requirements for Equity Compensation Plans ( August 2003 )
On June 30, 2003, the Securities and Exchange Commission (the “SEC”) approved changes to the listing requirements of Nasdaq and the New York Stock Exchange (the “SROs”) requiring shareholder approval of most equity compensation plans. -
SEC Approves NYSE and Nasdaq Rule Changes Relating to Shareholder Approval of Equity Compensation Plans ( August 2003 )
On June 30, 2003, the Securities and Exchange Commission approved changes to listing standards for companies selling stock on the New York Stock Exchange and the Nasdaq Stock Market. -
SEC Approves NYSE And NASDAQ Rules RequiringShareholder Approval Of Equity Compensation Plans ( July 2003 )
On June 30, 2003, the SEC approved newly adopted NYSE and NASDAQ listing standards that expand shareholder approval requirements for equity compensation plans, including stock option plans.