Businesses of all types and sizes throughout the United States, Mexico and beyond bring their disputes to Gardere's litigation team and receive practical, responsive, boutique-style attention in return. Our clients have access to the firepower and value of a well-known and highly-regarded Firm's capabilities and interdisciplinary strengths.
Gardere has a national and international energy practice formed around our Energy Industry Team, which is a multidisciplinary group of approximately 80 attorneys with diverse backgrounds, experience and skills specific to the energy industry. Our team includes attorneys who have served as in-house counsel for major energy companies, providing a depth of insight into our clients' needs, issues and concerns. We understand and regularly practice in virtually every sector of the energy, and we represent a wide variety of industry participants from multinational corporations to individuals.
From our offices in the United States and Mexico, our International Practice helps clients operate in today’s global economy. We have more than 30 professionals operating as a boutique within an Am Law 200 law firm and are able to provide focused service with the resources of a large firm. We understand that clients who are engaged in the global marketplace need lawyers who can operate seamlessly across multiple jurisdictions. Our international experts are multi-lingual, are culturally fluent and intimately familiar with various legal systems across the world, especially those in Latin America. Whether you need help with commercial transactions, regulatory matters, customs and import regulations, immigration matters, M&A and joint ventures, international disputes, or international tax planning, Gardere’s international team is here to assist you.
We represent domestic and foreign private funds in all aspects of fund formation, fund operations, platform and add-on acquisitions, and portfolio company operations. Our team has a reputation for being the go-to-lawyers for private equity funds, hedge funds, venture capital funds and family offices. We are known for our vast deal experience, the efficient way we staff and manage our work, and the way we maintain our relationships. We get deals done with sophisticated, strategic, and practical advice tailored to the needs of our clients.
*Not admitted to practice law.
This week, the SEC released a new Compliance and Disclosure Interpretation (“C&DI”) for Exchange Act Rule 14a-21. This rule sets forth one of the say-on-pay requirements mandated by the Dodd-Frank Act. It requires issuers to periodically afford shareholders the right to a nonbinding (i.e., advisory) vote on the compensation of the issuer’s named executive officers.
The SEC’s new C&DI addresses how an issuer should describe on its proxy card and voting instruction form the advisory vote to approve executive compensation. The SEC provided the following examples of acceptable advisory vote descriptions:
The SEC also gave the following example of an advisory vote description that would be inconsistent with Rule 14a-21:
According to the new say-on-pay C&DI, the foregoing example is not acceptable because shareholders could interpret the statement as asking for a vote on whether the issuer should hold an advisory vote. Instead, the issuer must make clear that the shareholders will be approving, on an advisory basis, the compensation paid to the issuer’s named executive officers.
OUR TAKE: As discussed in a prior post, the say-on-pay rules became effective for most issuers last year. The obvious practice point from the latest say-on-pay C&DI is that issuers’ proxies must precisely describe what is being asked of shareholders. Luckily for smaller reporting companies, the say-on-pay rules will not be applicable to them until shareholder meetings held in 2013. By then, the say-on-pay rules should be somewhat easier to navigate, as the SEC and commentators expose the compliance issues of other filers.
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