The D&O Diary

The D&O Diary

A PERIODIC JOURNAL CONTAINING ITEMS OF INTEREST FROM THE WORLD OF DIRECTORS & OFFICERS LIABILITY, WITH OCCASIONAL COMMENTARY

Tag Archives: Say on Pay

Post-Holiday Quick Hits

Posted in Blogging
This mix of items from around the web may be just the thing after a long weekend of leftover turkey –even though we are well aware that nothing can come close to a heaping helping of Turkey Tetrazzini three days after Thanksgiving.    Adding up the Likely Legal Costs from H-P’s Autonomy Accounting Scandal: Last … Continue Reading

“Say on Pay” and Executive Compensation Litigation: Plaintiffs’ New Racket

Posted in Executive Compensation
I am pleased to publish below a guest post from Bruce Vanyo, Richard Zelichov and Christina Costley of the Katten Muchin Rosenman law firm These three attorneys’ post addresses a new approach that plaintiffs’ lawyers are taking to “say on pay” challenges – that is, a preemptive attack in the form of a lawsuit seeking … Continue Reading

About the $2.43 Billion BofA/ Merrill Lynch Merger Securities Suit Settlement

Posted in Subprime Litigation
In what is by far the largest settlement of a credit crisis-related securities class action lawsuit, Bank of America has agreed to pay $2.43 billion to settle the suit filed against the company and certain of its directors and officers in connection with the bank’s financial crisis-driven acquisition of Merrill Lynch. The settlement is subject … Continue Reading

Faltering Lawsuits: Dismissal Motions Hit FCPA Follow-On Civil Actions and Say-on-Pay Suits

Posted in Foreign Corrupt Practices Act
Among the many litigation threats companies face, a couple of specific kinds of cases have recently emerged: the civil action following on in the wake of an FCPA investigation or enforcement action, and the shareholder suit following after a negative “say on pay” vote. Many companies involved in an FCPA investigation or experiencing a negative … Continue Reading

Second Time Around on Say-on-Pay

Posted in Corporate Governance
The advisory shareholder vote required under the Dodd Frank Act went through its first cycle in 2011, and by and large most companies’ shareholders approved the companies’ executive compensation plans. Only about 45 companies (less than 2%) received negative “say on pay” votes from a majority of investors. But that does not mean that the … Continue Reading

Yet Another Lawsuit Following “No” Vote on “Say on Pay”

Posted in Shareholders Derivative Litigation
On May 25, 2011, In the latest example of shareholders suing a company’s board following a negative “say on pay” vote, two union pension funds filed a shareholders’ derivative action claiming that Umpqua Holdings Corporation’s board violated its duties to investor by approving the2010 compensation plan despite the negative shareholder vote.. The lawsuit follows the … Continue Reading

Corporate Governance Perspective: Current Bearings, Future Directions

Posted in Corporate Governance
Largely (although not exclusively) driven by last summer’s enactment of the Dodd-Frank Act, we have entered a watershed period of corporate governance reform. Processes already now afoot have wrought a transformation in the relations between corporate boards and corporate shareholders. Even further changes lie ahead. In this post, I take a look at where we … Continue Reading

First the “Say on Pay,” Then the Lawsuit?

Posted in Executive Compensation
One of the many changes introduced by the Dodd-Frank Act was the requirement for a shareholder vote to approve executive compensation. Under the Act’s provisions, the vote is not binding on the company or its board, but is purely advisory. Nevertheless, companies whose shareholders vote against their “Say on Pay” resolutions are finding that lawsuits … Continue Reading