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The Rite of Spring: Preparing for the 2016 Proxy Season
In the summer of 1986, one of our firm's senior advisers, Rich Koppes, sat down to lunch in a stately New York restaurant with the corporate secretary of a Fortune 100 company. As the newly minted General Counsel of the California Public Employees Retirement System (CalPER), Rich had been tasked with building up its corporate governance department. He started by contacting the largest companies in CalPERS' portfolio to gauge the current state of engagement, which prompted the lunch. The conversation was friendly, but when asked about how often the board spoke to its institutional investors, the corporate secretary replied, “to be honest, Rich, we just don't think about people like you.”
Oh, how times have changed. Driven by economies of scale and the ever-growing popularity of low-cost mutual funds and index investing, large institutional investors like Blackrock, Vanguard and State Street have become dominant players in the asset management industry. Former SEC Commissioner Luis Aguilar recently noted that a decade into our new century, institutional shareholders now manage over 67% of all public U.S. equities and over 73% of the outstanding equity of the 1,000 largest U.S. corporations.
As their assets under management have grown, so too has their level of involvement in their portfolio companies. Increasingly, institutional investors are seeking to shape governance practices and ensure that their representatives ' the independent directors they elect as stewards of shareholder capital ' have the tools they need to confirm that effective safeguards are in place. More than ever before, public companies are finding proxy season to be an important opportunity to engage with these governance-focused shareholders through proxy statements, investor presentations, and direct face-to-face engagement to provide them with the information they need to protect their investments.
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Major Differences In UK, U.S. Copyright Laws
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The Article 8 Opt In
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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.