On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more
2/7/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Counsel ,
Elon Musk ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Independent Directors ,
Shareholder Litigation ,
Tesla
On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
6/13/2023
/ Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Executive Compensation ,
Incentive Compensation ,
Indemnification ,
Listing Standards ,
Nasdaq ,
NYSE ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...more
12/1/2022
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more
9/29/2022
/ Corporate Governance ,
Disclosure Requirements ,
Glass Lewis ,
Incentive Stock Options ,
Nasdaq ,
NYSE ,
Proxy Statements ,
Publicly-Traded Companies ,
Share Price ,
Shareholders ,
Stock Markets ,
Stock Options ,
Tender Offers
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
As the COVID-19 pandemic continues to unfold, U.S. public company compensation committees face unique challenges as they focus on retaining and appropriately incentivizing employees while evaluating the impact of the pandemic...more
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options...more
In November 2018, Institutional Shareholder Services (ISS) released updates to its 2019 U.S. voting policies, which will be effective for meetings on or after February 1, 2019, and a preliminary list of frequently asked...more
As noted in our alert on December 21, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) makes significant changes to Section 162(m) of the Internal Revenue Code of 1986 (Code), which limits to $1 million the deduction that...more
ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more
The Securities and Exchange Commission recently issued proposed regulations on the “Pay Ratio” disclosure rules. Under these rules, a public company must disclose the ratio of the median of annual total compensation for all...more