Rachel Alpert is an associate in Weil’s Public Company Advisory Group and is based in New York. Rachel participates in advising U.S. public companies and foreign private issuers on securities law issues, disclosure, governance and compliance matters.
Rachel received her J.D. from Benjamin N. Cardozo School of Law in 2021 and her B.A. from the University of Michigan in 2014.
Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey (available here) to help inform potential changes to its voting policies for the 2024 proxy season. This year, ISS largely focuses on global environmental and social topics, particularly climate change, as well as compensation, governance and stewardship topics such as U.S. non-GAAP incentive metrics, […]
Effective in August 2022, Section 102(b)(7) of the Delaware General Corporation Law was amended to permit Delaware corporations to exculpate “covered officers,” providing such officers with certain protections traditionally available only to directors. Since then, over 200 publicly traded Delaware corporations have amended their certificate of incorporation (or charter) to adopt an officer exculpation provision. In this Alert, we evaluate the results of the 2023 proxy season, during which 279 public companies included a proposal in their annual meeting proxy statement requesting stockholder approval of a charter amendment to adopt an officer exculpation provision. We also take stock of factors that influenced the voting outcomes, including ISS and Glass Lewis recommendations, as well as considerations for companies that have not yet adopted officer exculpation as they look ahead to the 2024 proxy season