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.
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Corporate Law
NYSE Restricts Broker Discretionary Voting for Certain Corporate Governance Matters
By Cleary Gottlieb on
Posted in Corporate Law
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.
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