12 pages. Excerpt: Our research found that the largest corporations in the United States have begun to restrict their change-in-control arrangements in response to corporate governance reform pressures from shareholder activist groups. The most significant changes made by companies over the past three years were: 11% eliminated the excise tax gross-up altogether and 8% moved from a full gross-up to a modified gross-up; 9% moved from single-trigger vesting to double-trigger vesting of their equity awards; 8% raised the acquisition threshold percentage, typically to 30%; and 7% reduced the severance multiples for the CEO and other proxy officers, typically from 3X to 2X.  MORE >>