Jim Barrall
Posts by Jim Barrall
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Time to Plan for July 1 Deadlines: Stock Exchange Independence Rules for Compensation Committees and Their Advisers (04.22.13 )
By Jim Barrall, Partner, Latham & Watkins LLP Now that most U.S. public companies have completed their 2013 proxy preparation work, it is time for them to prepare for two elements of the NYSE and Nasdaq rules on Compensation Committee and adviser independence , which become effective on July 1, 2013.
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Paul Noble vs. AAR Corp: Another Important Company Victory in the Proxy Injunction Lawsuit Wars (04.07.13 )
By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the U.S. District Court for the Northern District of Illinois issued its very important decision in Paul Noble vs. AAR Corp, et al., dismissing a shareholder plaintiff’s lawsuit which alleged that the directors of AAR Corp had violated their fiduciary duties to shareholders by not addressing certain questions [...]
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Another Thing to Think About this Proxy Season: Don’t’ Forget the IRC Section 162(m) Proxy Lawsuits (03.13.13 )
By Jim Barrall, Partner, Latham & Watkins LLP In addition to thinking about the lawsuits seeking to enjoin 2013 say-on-pay, equity plan, and other shareholder votes (See my latest Conference Board Governance Center blog on these cases: An Important Company Victory in the Proxy Disclosure Litigation Wars), as companies draft equity and cash incentive plans and proxies for [...]
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An Important Company Victory in the Proxy Disclosure Litigation Wars (02.24.13 )
By Jim Barrall, Partner, Latham & Watkins LLP In a very important development in the current proxy disclosure litigation wars relating to annual meeting votes, last Thursday the Santa Clara County Superior Court sustained Symantec Corporation’s demurrer in Natalie Gordon vs. Symantec Corporation, et al., dismissing a shareholder lawsuit which had sought declaratory relief and damages [...]
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Update on Proxy Vote Injunction Lawsuits and Investigations (02.05.13 )
By Jim Barrall, Partner, Latham & Watkins LLP As a very busy proxy season is now upon us, US public companies should be aware that plaintiffs’ lawyers are increasing the burdens on and risks to all companies holding 2013 annual meetings, by filing shareholder meeting injunction lawsuits at an unprecedented rate, as reported by Emily Chasan in [...]