The SEC’s New Guidance on Shareholder Proposals: Implications Explored

Gillian Emmett Moldowan is a partner in the Compensation, Governance & ERISA practice.

She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Ed Olifer is the Managing Partner of Kilpatrick Townsend's Washington, D.C. office. He advises companies and their boards on a broad range of SEC disclosure compliance matters, mergers and acquisitions, capital formation transactions, and complex corporate governance issues. He advises public companies on SEC reporting and proxy disclosures. He also helps clients strategically prepare for their annual meetings of shareholders, including with respect to shareholder engagement and responding to shareholder proposals. In addition, he advises on corporate governance matters and best practices, including board independence issues and governing documents, such as bylaws, committee charters and board policies.

Mr. Olifer regularly represents a variety of companies in the financial services industry, including publicly and privately owned financial institutions, mutual member-based financial institutions, credit unions, start-up/de novo entities and investment banking firms. He has extensive experience in counseling clients on financial institution regulatory and compliance matters, and advises clients regarding federal and state charter selection and conversion options and procedures.