Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

We previously reported Morgan Stanley sought to exclude a shareholder proposal submitted on behalf of the Comptroller of the City of New York as custodian and a trustee of several pension funds from its upcoming proxy statement.  The shareholder purportedly sought to strengthen Morgan Stanley’s clawback policy.

The shareholder has subsequently withdrawn the proposal after discussions with Morgan Stanley.  Morgan Stanley stated it will add disclosure to clarify the breadth of the scope of its clawback provisions, including specifically noting that the clawback provisions could permit recovery of compensation for failure to appropriately supervise or manage anemployee.

Goldman received a similar clawback proposal from the same shareholder and negotiated withdrawal on substantially the same terms.

This demonstrates that controversial shareholder proposals can sometimes be dealt with by mutual understanding and incremental disclosure changes.

Check frequently for updates on the Dodd-Frank Act and other important securities law matters.

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