Month: January 2018

SEC on High Alert for Lawyers Who Give “It Depends” Advice Regarding ICOs

U.S. SEC Chairman Jay Clayton in a speech last week put lawyers on notice that the SEC will be on “high alert” for lawyers who are giving “it depends” advice or misguiding their clients when it comes to ICOs. Chairman Clayton expressed that lawyers should be properly informing clients when ICOs are securities and subject …

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Diversity Moves: Valeisha Butterfield Jones Appointed Global Head of Women & Black Community Engagement at Google

Another major diversity move hits Silicon Valley. Valeisha Butterfield Jones has been appointed as Google’s new Global Head of Women and Black Community Engagement. This is great news and another nod to Silicon Valley as it works to improve on diversity. Just last week, Facebook appointed retiring Amex CEO Kenneth Chenault to its board which …

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Engagement at BlackRock, Vanguard & State Street Have Different Meanings

Engagement, engagement, engagement. That’s BlackRock’s plan over the next three years. This WSJ article highlights the differences in how BlackRock, Vanguard and State Street define engagement with their portfolio companies. Last week, BlackRock CEO Larry Fink’s annual letter created a buzz when he asked companies to focus not only on profits but also to serve …

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Shareholder Proposals: Lap Dog Directors

I can’t make this stuff up. Three separate shareholder proposals submitted to The Boeing Company by, on behalf, or in connection with corporate gadfly, John Chevedden, referred to Boeing’s directors as “lap dogs.” In two of the shareholder proposals submitted, the statement reads: “…which can make him a lap dog Lead Director.” The other shareholder …

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Companies Will Be Thinking Twice About Executive Compensation in 2018

Tax reform will have many companies rethinking how they go about executive compensation this proxy season. Pay for performance, bonuses, CEO Pay, higher salaries and new compensation deduction limits are just some of the areas of consideration for companies as they rethink the structure of their compensation programs. The new federal tax law might even …

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Diversity Moves: Facebook Adds Its First Black Board Director: American Express’ Kenneth Chenault

What a powerful diversity move, today Facebook CEO Mark Zuckerberg announced that longtime outgoing American Express CEO Kenneth Chenault will be joining Facebook’s Board of Directors as its first African American director, effective February 5, 2018. Diversity is one of the most important and pressing issues facing corporate America today, so this move is more …

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Boards Take Deeper Dive on Cyber Risk & Reassess Oversight

We all remember the cyber attack on Equifax which impacted nearly 145 million Americans. Of course the hack ignited a fire under boards across the country to take inventory at their own companies. Boards are now working closer and closer with their chief information security officers and other internal technology experts to understand where the …

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ISS Launches New Corporate Profile Offering for Investors

See this intro from Davis Polk: Recently, ISS announced a new product for investors, called corporate due diligence profiles, that contains a historical review of past ISS recommendations and vote results, measurements of company governance and compensation practices against QualityScore best practices with red flags indicating deviations, as well as charts of each director’s tenure …

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