News & Events

Corporate Partner A.J. Kess and Corporate Associate Yafit Cohn were quoted in Financial Times’ Agenda in connection with a shareholder proposal requesting that Pfizer’s management and board members personally pay the 15% excise tax on their stock compensation associated with the company’s pending inversion merger with Allergan. The article, “Pfizer Investors to Vote on Board’s Inversion Taxes,” reports that the SEC declined to grant no-action relief to Pfizer with regard to the proposal; accordingly, the proposal – the first of its kind –may be submitted to a shareholder vote at the Company’s annual meeting. “Shareholders can’t [submit] a proposal about how a company compensates the rank and file. But when this proposal reached up into the board and management, that’s a policy issue and it’s allowed to go through,” said Yafit. A.J. noted, “[c]ompanies undertaking inversions are likely to see similar proposals” in the future.

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