In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write that the say-on-pay advisory vote requirements of Dodd-Frank have turned out to be a fertile source of nuisance litigation. The first wave of lawsuits, mostly dismissed on procedural grounds, targeted companies that experienced failed say-on-pay advisory votes. The current wave is potentially more problematic for targeted companies, even though the claims involved appear to have even less basis in law or fact.
Be Prepared for the New Wave of Proxy Disclosure Litigation
New York Law Journal
January 24, 2013
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