Public companies with calendar-year ends currently in the process of preparing their annual reports and proxy materials should be mindful of recent developments that deserve special attention. In comparison to recent proxy seasons, there are relatively few new disclosure requirements to take into account this year; however, recent turmoil in the financial markets has refocused attention on executive compensation.

In addition, recent case law in Delaware and New York has highlighted the need for companies to review their advance notice bylaw provisions. In light of the weakened economy and reduced share prices, companies should also consider whether to adopt shareholder rights plans or amend existing plans in order to shore up takeover defenses and, in certain cases, to preserve certain beneficial tax treatment of operating losses. Moreover, the recommendation for an independent board chair warrants consideration in the new proxy season. Finally, companies should pay particular attention to the e-proxy rules, which are now applicable to all public companies and other soliciting persons. Read the entire article here.

If you are interested in additional information on this issue, please contact the attorneys listed above at Vinson & Elkins. To learn more about V&E's Employee Benefits and Executive Compensation practice, visit our website.