Preparing for the Next Proxy Season: Trends and Key Considerations

Frank Zarb is a partner in the Corporate Department, where he concentrates his practice on regulatory matters under the U.S. federal securities laws, as well as on equity finance transactions regulated under those laws.

He counsels public and private companies, broker-dealers, hedge funds, as well as other investors, on a wide range of transactional and securities regulatory compliance matters including:

• Equity investments and dispositions in public and private companies
• Public registration, disclosures and preparation of periodic reports
•  Federal and state proxy requirements as well as shareholder proposals and communications
• Corporate governance and stock exchange listing standards
• Regulation of financial intermediaries, such the responsibilities of brokers to distribute proxy materials and interim reports
• New laws and regulations under the JOBS Act, the FAST Act and Dodd-Frank legislation

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the Staff of the SEC’s Office of International Corporate Finance, Frank has advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members who help to provide guidance in the course of proxy season.

Stephen Hinton is a partner in Bradley’s Public Company Advisory practice, where he focuses on representing public companies on matters related to corporate and securities law, securities offerings, and mergers and acquisitions.

Stephen’s experience includes advising clients in connection with public offerings, Rule 144A offerings and private placements. He regularly advises public company clients in their preparation of filings with the SEC. He has also advised public company clients on a variety of corporate governance related matters, including compliance with stock exchange listing standards, committee charters and corporate governance guidelines, Regulation FD, insider trading policies and 10b5-1 trading plans. In addition, Stephen has represented a number of public companies responding to activist shareholders. 

JAMES R. BURKE is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP.  Based in Boston, Mr. Burke has been involved in various transactions in the corporate and securities field, including public offerings, Rule 144A transactions, tender offers, private placements, mergers, acquisitions and dispositions.  Mr. Burke has advised public companies on SEC, stock exchange and corporate governance matters.  Prior to joining Hinckley, Mr. Burke was a partner at WilmerHale, where he practised from 1991 to 2010.  He is a member of the Education Committee of the Boston Bar Association (BBA) and past Co-Chair of the Business Transactions Section and Securities Law Committee of the BBA.  He received his J.D. from Harvard Law School and A.B. from Princeton University.

Larry W. Miller is a Managing Director of Innisfree M&A Incorporated.  Mr. Miller focuses on providing strategic advice in M&A transactions, proxy contests, and annual and special shareholder meetings.  In addition, he counsels clients on corporate governance and compensation issues, specializing in assisting issuers in obtaining favorable results on say-on-pay and equity plan proposals. 

Prior to joining Innisfree, Mr. Miller was a litigation attorney associated with Cravath, Swaine & Moore representing both issuers and dissidents in proxy contests and M&A transactions. After Cravath, Mr. Miller served as a Justice of the Supreme Court of the Republic of Palau.

Mr. Miller earned a B.A. from Amherst College, and a J.D. from the New York University of School of Law.

Shaun Bisman is a Principal in Compensation Advisory Partners in New York. He has 10 years of experience consulting to management and compensation committees. He provides compensation consulting services to both public and privately-held companies, assisting with incentive plan design, peer group development, performance measurement, pay for performance validation and director compensation. He has significant experience in the insurance, financial services and consumer products industries. Shaun authors CAP client alerts (CAPflash) and oversees CAP’s Dodd-Frank/Say on Pay research.