Say on What? Plaintiffs' Lawyers Target "Say-On-Pay" Disclosures in Annual Proxy Statements
Gibson Dunn
February 26, 2013
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SEC & Securities Law 
Securities Litigation Federal Securities Litigation Say-on-Pay Litigation Gibson Dunn: Say on What? Plaintiffs' Lawyers Target "Say-On-Pay" Disclosures in Annual Proxy Statements
Securities Litigation Federal Securities Litigation Say-on-Pay Litigation Gibson Dunn: Say on What? Plaintiffs' Lawyers Target "Say-On-Pay" Disclosures in Annual Proxy Statements
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Securities Law Menu
- The JOBS Act (Aggregate)
- Rules, Regulation & Guidance
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- 2013
- 2012
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- SEC Proposes Capital, Margin, and Segregation Rules for Security-Based Swap Dealers
- SEC Proposes to Eliminate Rule 506 and Rule 144A “General Solicitation” Prohibitions
- SEC Actions Dodd-Frank Disclosure Requirements for Resource Extraction Issuers
- CFTC & SEC Adopt Swap Product Definitions
- The JOBS Act (Aggregate)
- SEC Increases Investment Advisers Act "Qualified Client" Thresholds for Performance Fees
- Listing Standards for Compensation Committees
- 2011
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- SEC Actions Dodd-Frank Act Changes to "Accredited Investor" Definition
- SEC Adopts Form PF; Private Fund Systemic Risk Reporting
- SEC Proposes Rules Re: Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants
- SEC's Proposed Prohibition against Conflicts of Interest in Certain Securitizations
- SEC Concept Release Examines Use of Derivatives by Investment Companies under Investment Company Act
- SEC Concept Release Examines REITs and the Investment Company Act 3(c)(5)(C) Exclusion
- SEC Concept Release Addresses Treatment of Asset-Backed Issuers under the Investment Company Act
- SEC Adopts Large Trader Reporting System
- SEC Revises Short-Form Registration (S-3 & F-3) Eligibility for Non-Convertible Debt Offerings
- SEC Re-Proposes ABS Shelf Eligibility Conditions and Filing Requirements
- SEC Proposes Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants
- SEC Proposes Custody-Related Reporting and Audit Requirements for Broker-Dealers
- SEC Actions Dodd-Frank Act Provisions on Investment Adviser Registration
- SEC Adopts Exemptions From Investment Adviser Registration for VC's, Smaller Funds & Foreign Advisers
- SEC Adopts "Family Offices" Exemption from Investment Adviser Registration Rules
- SEC "Re-Adopts" Beneficial Ownership Rules for Equity-Based Swaps
- SEC Disqualifies Felons & "Bad Actors" From Rule 506 Offerings
- SEC Actions Dodd-Frank Whistleblowing Rules
- SEC/CFTC Issue Definitions for "Swap" & "Security-based Swap"
- SEC Actions Dodd-Frank Provisions Re: Credit Ratings/Agencies
- SEC (et al) Propose Risk Retention ("Skin in the Game") Rules for Securitizations
- SEC Proposes New Rules for Compensation Committees & Compensation Advisers
- SEC (et al) Propose Incentive-Based Compensation Rules for Financial Institutions
- SEC Adopts Say-on-Pay, Golden Parachute Rules
- SEC Requires New Reps & Warranties Disclosure in ABS Offerings
- SEC Requires Issuer Diligence/Disclosure on Pool Assets in ABS Offerings
- More...
- 2010
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- SEC Amends ADV Part 2 ("The Brochure")
- SEC Proposes Rules Requiring Registration of Municipal Advisers
- SEC & CFTC Propose "End-User" Exception to Mandatory Swaps Rules
- SEC Requires Institutional Investment Managers To Report on Executive Compensation Voting
- Regulation SHO: SEC Adopts Alternative Uptick Rule For Short-Sales
- SEC Proposal to Effectively Prohibit "Unfiltered" Market Access
- SEC's Proposed (& Now Withdrawn) Regulation of Indexed Annuities (Rule 151A)
- SEC Extends Fraud/Manipulation Rules to Cover Security-Based Swaps
- Swap Dealers & Major Swap Participants Defined
- Proxy Access Rules Adopted, Stayed, Vacated, Abandoned
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- SEC's Rule 15c2-12, EMMA & Municipal Securities
- SEC Amends Regulation FD to Remove Credit Rating Agency Exemption
- SEC Guidance on Liquidity/Funding Risks in MD&A
- SEC Proposes To Scrap Rule 12b-1; Rewrite Mutual Fund Fee Rules
- SEC's "Proxy Plumbing" Concept Release
- SEC Enacts "Pay to Play" Prohibitions for Investment Advisers
- SEC Proposes Consolidated Audit Trail For Equity Securities
- SEC Approves Money Market Reform
- SEC Amends E-Proxy Rules
- SEC Proposes Amends to Rule 10b-18 Safe Harbor for Issuer Stock Repurchases
- SEC Adopts Changes to Custody Rules For Investment Advisers
- SEC Concept Release on Equity Market Structure (eg High Frequency Trading)
- Enforcement
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- SEC Settlement Warns Against Use of Unregistered Brokers as Finders
- Private Equity Faces SEC Scrutiny
- SEC v. Apuzzo: Second Circuit Guides on Aiding and Abetting Claims
- SEC Speaks 2012
- SEC Amends ‘Neither Admit Nor Deny’ Policy
- SEC v Citigroup Global Markets: SDNY Rejects "Neither Admit Nor Deny" Settlement
- SEC's Annual Whistleblower Report
- Lindsey Manufacturing: First Corporate Conviction under FCPA (Now Reversed)
- Tenaris: SEC's First Use of Deferred Prosecution Agreement
- SEC Guidance on Enforcement Action Cooperation by Individuals
- Dodd-Frank Act Enhances SEC's Enforcement Role
- SEC Actions Dodd-Frank Whistleblowing Rules
- SEC Investigates "Expert Networks" Re: Insider Trading
- SEC Launces FCPA Investigation of Financial Advisers & SWFs
- SEC's Enforcement Manual
- More...
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- SEC v Black: FD Compliance Pays Off
- SEC Enforces Regulation G (Safenet)
- SEC Uses S-Ox Clawback Against Uncharged Executive
- SEC, Mark Cuban & Insider Trading (or not)
- SEC v Rorech & Insider Trading of Derivatives
- In Perry Capital Enforcement Action, SEC Clarifies Rule 13d-1(b) "Ordinary Course" of Business Exception
- Office Depot's Analyst Communications Run Afoul of Regulation FD
- Panalpina (& others): FCPA Enforcement In Oil Services Sector Yields "Best Practices" Guide
- Hennessee: SEC Slaps Adviser for Poor Diligence
- SEC's Khuzami on 1st 100 Days and Enforcement Going Forward
- Exchange Act Reporting
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- New Iran Sanctions Include SEC Disclosure Requirements
- SEC's Cybersecurity Disclosure Guidance
- Preparing 10-K & Proxy Disclosure: MD&A, CD&A, etc
- Climate Change Disclosure
- SEC Adopts Say-on-Pay, Golden Parachute Rules
- SEC Actions Dodd-Frank Disclosure Requirements for Resource Extraction Issuers
- SEC's Revised Oil & Gas Reporting Requirements
- SEC's Updated (& Relaxed) Guidance on non-GAAP Financials
- SEC Proposes to Ramp Up Short-term Borrowings Disclosure
- SEC Guidance on Liquidity/Funding Risks in MD&A
- FASB's Proposals Re: Accounting for Loss Continencies
- SEC's IFRS "Roadmap;" A Road to Nowhere?
- More...
- SEC Rules Releases
- Securities Litigation
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- Federal
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- Acticon AG v. China North East Petroleum Holdings: Second Circuit Guides on Loss Causation
- Amgen: SCOTUS to Consider Materiality Requirements for Fraud-on-the-Market Actions
- Absolute Activist: Second Circuit Defines Morrison's Extraterritorial Reach
- Say-on-Pay Litigation
- CSX v. The Children’s Investment Fund: Do Equity Swaps Confer Beneficial Ownership?
- Erica P. John Fund v. Halliburton: Loss Causation in Securities Class Action
- Janus Capital Group & Investment Adviser Liability
- Morrison v. National Australia Bank: "F-Cubed" Holding Limits Extraterritorrial Application of Section 10(b)
- Matrixx v. Siracusano & Disclosure/Materiality of Adverse Event Reports
- Merck & Statute of Limitations in Federal Securities Fraud Cases
- Omnicare & Gun-Jumping (Pre-merger Information Exchange)
- Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown
- Omnicom & Proving Loss Causation
- Second Circuit Clarifies "Bespeaks Caution" Doctrine
- More...
- Delaware
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- In re Puda Coal: Delaware Court Allows Loyalty Claims Against Directors of Chinese Company
- Pyott: Collateral Estoppel Bars Delaware Shareholder Derivative Action
- Kallick v. SandRidge: Delaware Board Enjoined from Impeding Rival Director Slate
- In re Complete Genomics: "Don't Ask, Don't Waive" Standstill Provisions Enjoined
- In Re Synthes: Pro Rata Deal Provides Controlling Stockholder With Safe Harbor From Minority Stockholder Claims
- El Paso Corp: Court Slates M&A Process but Denies Preliminary Injunction
- RAA Management: Delaware Court Upholds Confi Non-Reliance Provision
- In re Southern Peru Copper Corp: Controlling Shareholder Transaction Fails Entire Fairness Review
- In Re Delphi: Merger Process Issues Not Sufficient to Enjoin Merger
- Martin Marietta Breaches Confi; Enjoined from Hostile Bid for Vulcan
- Meso Scale Diagnostics: Reverse Triangular Mergers & "Assignment by Operation of Law"
- In re Smurfit-Stone Container Corp: Delaware Court on Revlon Duties in Mixed Consideration Merger
- Delaware Courts Address Top-Up Options in Two-Step Merger
- Del Monte: Boards Can Learn From Enjoined Buyout & Deal Provisions
- Air Products v Airgas: Delaware Court Blesses Board Use of Poison Pill
- Airgas: Attempt to Compress Corporate Calendar With Bylaw Amendment Fails
- Delaware Court Okays Barnes & Noble Rights Plan
- In Re Dollar Thrifty: Process & Reasonableness Key to Revlon Duties
- Selectica & the "NOL" Poison Pill
- Lyondell, Revlon & The Duty of Good Faith
- More...
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- In re CNX Gas Corp & Going Private Transactions
- Blackstone v ADS: "Corporate Formalities" Upheld as Non-signatory Not Liable for "Cabined" Acquisition Sub
- Hammons Hotels & Entire Fairness Standard of Review
- Loral & Interested Party Transactions
- Hexion v Huntsman: Material Adverse Effect
- Ebay v Craigslist: Takeover Defenses for Private Companies
- Gantler: Delaware Clarifies Fiduciary Duty of Officers & Application of "Shareholder Ratification Doctrine"
- Realogy: Delaware Court Blocks Exchange of Unsecured for Secured Notes
- Crown Emak v Kurz: Delaware Guidance on Vote Buying, Stock Transfers & Director Removal
- Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns
- Investment Funds & Broker Dealers
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- Registered Investment Funds
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- SEC Report on Broker-Dealer Information Barriers
- Newly-Registered Investment Advisers to Get SEC "Presence Exams"
- SEC Proposes Consolidated Audit Trail For Equity Securities
- SEC Provides Relief from Registration for Certain Adviser Affiliates
- SEC Guidance on Investment Adviser Use of Social Media
- SEC Adopts Large Trader Reporting System
- SEC Proposes Custody-Related Reporting and Audit Requirements for Broker-Dealers
- SEC Order Adjusts "Qualified Client" Threshold for Inflation
- SEC Disqualifies Felons & "Bad Actors" From Rule 506 Offerings
- SEC Amends ADV Part 2 ("The Brochure")
- SEC Increases Investment Advisers Act "Qualified Client" Thresholds for Performance Fees
- Investment Advisers: Annual Regulatory/Compliance Obligations
- Treasury's Form SLT Will Require Reporting of Cross-Border Security Ownership
- SEC Enacts "Pay to Play" Prohibitions for Investment Advisers
- SEC Requires Institutional Investment Managers To Report on Executive Compensation Voting
- SEC Adopts Changes to Custody Rules For Investment Advisers
- SEC Study on the Fiduciary Duty of Investment Advisers and Broker-Dealers
- Regulation SHO: SEC Adopts Alternative Uptick Rule For Short-Sales
- SEC Proposal to Effectively Prohibit "Unfiltered" Market Access
- More...
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- SEC Guidance on Investment Adviser Advertising
- Mandated Electronic Filing of Form Ds
- SEC Proposes To Ban "Flash" Orders
- Regulation S-AM & Affiliate Marketing
- SEC Adopts Short Selling Rules Aimed at Reducing Fails To Deliver
- SEC Proposes Rules For "Dark Pools"
- SEC Concept Release on Equity Market Structure (eg High Frequency Trading)
- FINRA & the Exchanges
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- FINRA Guidance on Complex Products
- FINRA's Proposes Debt Security Research Rule
- NYSE Restricts Broker Discretionary Voting on CorpGov Issues
- FINRA's Proposed Rule 5123: Enhanced Disclosure For Private Placements
- FINRA's Rule 5131 and Potentially Abusive IPO Practices
- FINRA's Rule 5122 on Member Private Offerings
- FINRA Proposes Broker Version of Form ADV Disclosure
- FINRA's Private Placement (Reg D) Diligence Guidance
- FINRA Guidance on Social Media
- FINRA's New Rule 5141 Replaces "Papilsky Rules" Re: Sale of Securities
- More...
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- NYSE Ends Broker Discretionary Voting for Directors
- FINRA's Rule 2210 on Communications With Public
- FINRA & Exchanges Adopt Circuit Breaker Rules
- FINRA's Equity Research Rules
- FINRA Limits Motions To Dismiss in Arbitration
- FINRA & Same Day Clearance of Shelf Offerings
- FINRA & Registration of Operations Professionals
- Regulation FD
- Foreign Private Issuers
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