Be Prepared for the New Wave of Proxy Disclosure Litigation

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.

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