Corporate Law

Subscribe to Corporate Law via RSS

On November 14, 2012, the European Commission adopted a proposal for a directive (the “Proposed Directive”) that aims to substantially increase the number of women on EU corporate boards. In the Commission’s view, non-binding efforts to enhance female board representation1 have proven ineffective. The proposed measures are intended to be of a transitory nature (i.e., until sustainable progress has been reached in the gender composition of boards). Accordingly, the Proposed Directive would expire on December 21, 2028.
Continue Reading EU Proposes Gender Balance Quotas for Listed Company Boards

In 2002, the UK began requiring an advisory shareholder vote on the annual executive and non-executive director compensation practices of UK-incorporated quoted companies (“UK Companies”).  Eight years later, in July 2010, the US followed suit when President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), providing for an advisory say-on-pay vote for most large US public companies.[1],[2]
Continue Reading Binding Shareholder Say-on-Pay Vote on Route to Reality in the UK: US Companies Take Note

  1. Introduction

On 14 March 2012, the UK Government published a consultation on shareholder voting rights in connection with “executive” pay.  The consultation follows an earlier discussion paper in which, among other questions, the Government asked whether a binding vote on remuneration would improve shareholders’ ability to hold quoted companies to account on pay and performance.  The proposals form part of a package of measures the Government intends will address failings in the UK corporate governance framework for executive remuneration.
Continue Reading UK Government Consults on Increasing Shareholder Voting Rights in Relation to Quoted Company Directors’ Pay

The U.S. Foreign Account Tax Compliance Act (“FATCA”), which was enacted by the U.S. Congress in 2010, has as its principal goal the prevention of tax evasion by U.S. taxpayers who hold non-U.S. assets.  Unfortunately, the rules implementing this goal have a very broad reach and may require many U.S.-taxpayer executives with compensation awards based on foreign company stock or guaranteed or provided by a foreign company to file a new form with the Internal Revenue Service (“IRS”) as part of their 2011 tax returns, which are generally due on April 15, 2012.
Continue Reading New IRS Filing Requirement for U.S. Executives with Non-U.S. Compensation

On January 25, 2012, the New York Stock Exchange issued an Information Memo to its members announcing new restrictions on the ability of brokers to vote customer shares on certain governance proposals without specific instructions.  NYSE had previously treated these as “routine” matters on which brokers could exercise discretion under Rule 452 when the proposal was supported by company management.  NYSE indicated that it is changing its approach on these matters in light of recent congressional and public policy trends disfavoring broker voting of uninstructed shares.
Continue Reading NYSE Restricts Broker Discretionary Voting for Certain Corporate Governance Matters