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Majority Voting
The labor union-driven movement to require that directors be elected by a majority vote rather than a mere plurality has gained traction with remarkable speed. As highlighted by Neal, Gerber & Eisenberg LLP's company-by-company Study of Majority Voting in Director Elections (available at www.ngelaw.com), majority voting has become a marquee issue for the 2006 proxy season that creates the specter of unintended consequences, such as triggering change of control clauses in credit agreements. While a powerful force by itself, majority voting is a component of a group of governance 'reforms' that signal a shift in the balance of power between boards and stockholders.
Until recently, virtually all directors of U.S. corporations were elected under a 'plurality' standard, meaning that the nominees with the largest number of votes were elected, up to the number of directors to be chosen at the election, without regard to votes 'withheld' or 'against' (even if they constitute a majority of the votes cast). Accordingly, many stockholder activists consider director elections largely symbolic and an ineffective mechanism for creating accountability in the boardroom. A stockholder who believes in a business, but who is uncomfortable with the board and its decisions on issues such as executive compensation is left with a simple choice ' sell or stay put.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.