Sparked by Cooley’s Brad Goldberg’s discussion on a panel during the recent “Proxy Disclosure” conference hosted by TheCorporateCounsel.net – the Fall event that I founded many years ago – this blog features a list of the questions that Nom & Gov committees are commonly asking right now. Brad notes this list includes:
- Mandatory arbitration bylaws (here’s our most recent blog about this topic):
– Is the SEC pushing companies to adopt mandatory arbitration bylaws?
– How will proxy advisors and our largest investors react if we do adopt a mandatory arbitration bylaw?
– Is mandatory arbitration permitted under state law for the state in which our company is incorporated?
– Are other companies incorporated in our state adopting these bylaws? - ExxonMobil’s retail voting program (here’s our most recent blog about this topic):
– How much does adopting this type of program cost?
– Are companies other than ExxonMobil adopting this type of program?
– Does adopting this type of program for our company make sense given our investor base?
– What is the status of the lawsuit filed by the City of Hollywood Police Officers’ Retirement System against ExxonMobil’s program? - Shareholder proposals (here’s our most recent blog about this topic):
– Should we be more aggressive in seeking to ask Corp Fin to exclude precatory shareholder proposals submitted to us this proxy season?
– Are other companies taking advantage of SEC Chairman Paul Atkins’ speech about his views on Delaware law?
– What are the risks of being more aggressive? Might we see more “just vote no” campaigns? - Quarterly reporting (here’s our most recent blog about this topic):
– What’s the SEC’s timeline to adopt rules making quarterly reporting optional?
– Do we have reasons to continue to report quarterly even if the SEC makes it optional (eg. investor or proxy advisor pressure, credit agreement or similar obligations, keep our insider trading blackout periods the same as they are now)?
– Might we consider continuing to report quarterly but on a modified basis? - Reincorporation (here’s our most recent blog about this topic):
– As a Delaware corporation, does it make sense to be looking at reincorporating to Nevada or Texas?
– If we did decide to move to Nevada or Texas, what is the process and the expected costs of doing so?
– How will proxy advisors and our largest investors react if we do attempt to reincorporate?
Authored by
Broc Romanek