Chief Justice Myron T. Steele of the Delaware Supreme Court spoke about current issues in corporate law on November 3 at Pepperdine's School of Law in Malibu. Steele, who was joined by panelist James R. Griffin (JD '96) of Fulbright & Jaworski LLP, discussed issues of corporate governance and SEC proxy access - imely issues derived from the Dodd-Frank Wall Street reform and Consumer Protection Act.
Steele's talk centered on implications of say on pay - a requirement that corporate shareholders provide annual input as to how executive compensation packages relate to performance.
Of the most recent shareholder voting session, Steele commented, "The good thing is that when these votes took place, some of the differences the shareholders had with the executive compensation packages were ironed out between thoughtful boards and institutional shareholder representative committees."
He continues, "If say on pay doesn't do anything positive, it gets people to talk about why executive compensation packages are structured the way they are. Better disclosure results in better understanding."
Steele also discussed proxy access in the context of the dueling bylaw situation - proposed Rule 14a-11 to permit director nominations by shareholders in company proxy materials vs. proposed amendments to Rule 14a-8(i)(8) to permit proxy access shareholder proposals.
Steele encouraged the audience of law students to accept the responsibility of resolving the discussed issues after he concludes his career, because "they should be of sincere interest to you. Lawyers always find a way, generally, to make the world better."
Prior to his Chief Justiceship, Steele has served as a vice chancellor of the Delaware Court of Chancery. He has presided over major corporate litigation, LLC, and limited partner governance disputes and writes frequently on issues of corporate document interpretation and corporate governance. Steele has published more than 300 opinions resolving disputes among members of limited liability companies and limited partnerships, and between shareholders and management of both publicly traded and close corporations.
He has taught at the University of Pennsylvania Law School, as well as at the University of Virginia School of Law.
The Directorship Magazine ranked Chief Justice Steele as one of the 100 most influential people in corporate governance in the United States. Ethisphere Magazine ranked Chief Justice Steele second in its list of the 100 Most Influential People in Business Ethics for 2007. Lawdragon Magazine has consistently placed Chief Justice Steele among its annual Lawdragon 500 Leading Lawyers in America and Top Judges in America.