The Director Compensation Project: Wells Fargo & Company (WFC)

This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2017 proxy statements.

NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a). I

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Director CompensationDaniel HamiltonDaniel Hamilton
In re Medtronic Inc.: Distinguishing Direct versus Derivative Claims under Minnesota Law

In In re Medtronic Inc., Shareholder Litigation., 2016 WL 6066253 (Minn. 2017), the Supreme Court of Minnesota affirmed in part, and reversed in part Kenneth Steiner’s (“Respondent”) claims asserted in a class-action challenge to Medtronic, Inc.’s (“Medtronic”) acquisition of Covidien plc (“Covidien”). The court held Respondent’s claim of injury due to an excise tax was derivative and thus subject to Minn. R. Civ. P. 23.09, while the claims asserting injury due to dilution of shareholder’s interest in Medtronic and capital-gains tax liability were direct and thus not subject to the requirements of Minn. R. Civ. P. 23.09.

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Shareholder ActionsElizabeth TrowerLiz Trower
No-Action Letter for Dorian LPG Ltd. Permitted Exclusion of Duplicative Rights Plan Proposal

In Dorian LPG Ltd., 2017 BL 229502 (June 29, 2017), Dorian LPG Ltd. (“Dorian”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a shareholder proposal submitted by SEACOR Holdings Inc. ("Shareholder"), requesting Dorian amend its bylaws to require shareholder approval prior to the adoption of any rights plan and to require the redemption of rights issued under existing rights plan. The SEC issued the requested no action letter allowing the exclusion of the proposal under Rule 14a-8(i)(11).

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No Action LettersKasia PareckiKasia Parecki
SEC v. Hovannisian: Executive Family Members Settle Insider Trading Claims

In SEC v. Hovannisian, No. 1:17-at-00617, 2017 (E.D. Cal. Aug. 10, 2017), defendants Damon Hovannisian, Vernon Hovannisian, Vincent Hovannisian, and Eddie Arakelian (collectively “Defendants”) consented to the entry of a permanent injunction against them, prohibiting future violations of the Securities Exchange Act Section 10(b) (“§ 10b”) and disgorgement of profits including prejudgment interest totaling $470,000 to settle securities fraud claims brought by the United States Securities and Exchange Commission (“SEC”) in United States District Court for the Eastern District of California.

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Case SummariesSean CuffSean Cuff