• About the Author: James D. C. Barrall

    Jim Barrall is a senior fellow at The Conference Board Governance Center and a visiting scholar and senior fellow in residence at the Lowell Milken Institute for Business Law and Policy at the UCLA Sc…

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14 Nov. 2017 | Comments (0)
On Governance: CEO Pay Ratio Planning: 10 Consensuses from Thought Leading Companies
Based on conversations with about 20 thought-leading companies, here are 10 consensuses on how leading companies are planning to comply with the new C…

05 Jun. 2015 | Comments (0)
Director Compensation: Is This The Calma Before A Storm or Just a Summer Squall? A Handful of Forecasts
In Calma v. Templeton, the key holding of the decision is that Delaware’s “business judgment” rule, which affords directors of Delaware corporations d…

08 Apr. 2014 | Comments (0)
Proxy Season 2014 Update: Proxy Vote Injunction Lawsuits
By Jim Barrall, Partner, Latham & Watkins LLP Early last year, I wrote on the new wave of proxy injunction lawsuits and investigations which we…

13 Oct. 2013 | Comments (0)
The Importance of Commenting on the Proposed CEO Pay Ratio Rules
By Jim Barrall, Partner, Latham & Watkins LLP In my last post on the SEC’s proposed CEO pay ratio rules, I recommended that companies determine t…

22 Sep. 2013 | Comments (0)
The Five Most Important Things Companies Need to Know and Do About the SEC’s Proposed CEO Pay Ratio Rules
By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the SEC met and issued 162 pages of proposed rules and commentary under Section 95…

29 Aug. 2013 | Comments (0)
Disclosure Lessons from the 2013 Proxy Season
By Jim Barrall, Partner, Latham & Watkins LLP Ever since 2006 when the SEC adopted its CD&A and other enhanced executive compensation discl…

22 Apr. 2013 | Comments (0)
Time to Plan for July 1 Deadlines: Stock Exchange Independence Rules for Compensation Committees and Their Advisers
By Jim Barrall, Partner, Latham & Watkins LLP Now that most U.S. public companies have completed their 2013 proxy preparation work, it is time …

07 Apr. 2013 | Comments (0)
Paul Noble vs. AAR Corp: Another Important Company Victory in the Proxy Injunction Lawsuit Wars
By Jim Barrall, Partner, Latham & Watkins LLP Last Wednesday the U.S. District Court for the Northern District of Illinois issued its very impo…

13 Mar. 2013 | Comments (0)
Another Thing to Think About this Proxy Season: Don’t’ Forget the IRC Section 162(m) Proxy Lawsuits
By Jim Barrall, Partner, Latham & Watkins LLP In addition to thinking about the lawsuits seeking to enjoin 2013 say-on-pay, equity plan, and ot…

24 Feb. 2013 | Comments (0)
An Important Company Victory in the Proxy Disclosure Litigation Wars
By Jim Barrall, Partner, Latham & Watkins LLP In a very important development in the current proxy disclosure litigation wars relating to annua…

05 Feb. 2013 | Comments (0)
Update on Proxy Vote Injunction Lawsuits and Investigations
By Jim Barrall, Partner, Latham & Watkins LLP As a very busy proxy season is now upon us, US public companies should be aware that plaintiffs’ …

29 Jan. 2013 | Comments (0)
Executive Compensation and the Utility of Peer Groups: Key Take Aways
By Jim Barrall, Partner, Latham & Watkins LLP It was my special privilege and pleasure to serve as the moderator of The Conference Board Govern…