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Once-Sleeping Giants Awake
Mention Institutional Shareholder Services (ISS) to a board member of a publicly held corporation, particularly a corporation with significant institutional ownership, and the reaction will undoubtedly be mixed. Why? Just as the takeovers of the 1980s spurred institutional stockholders into taking a greater role in corporate governance, so too have the corporate scandals of recent years caused a stir among once-passive institutional stockholders. They increasingly use ISS recommendations to vote their stock holdings, and as a result, ISS's recommendations are garnering a fair amount of attention in corporate board rooms.
ISS Voting Policies
The ISS Corporate Governance Policy Committee annually reviews its voting policies in light of the latest trends and developments in corporate governance, and recently revised several of its proxy voting policies for the 2004 proxy season. The following is an explanation of some of the more significant ISS policy changes applicable for the 2004 proxy season. It is important, however, to read these updates in conjunction with the ISS policy guidelines that remain in effect.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.