Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
11/21/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more
6/19/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia Hoggett, the CEO of the...more
6/14/2023
/ Board of Directors ,
Capital Markets ,
Corporate Governance ,
Executive Compensation ,
Investment ,
Investors ,
Listing Standards ,
London Stock Exchange ,
Non-Compete Agreements ,
Publicly-Traded Companies ,
Remuneration ,
UK
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
Preface
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and...more
Transition relief for amending nonqualified deferred compensation (NQDC) plans to reflect the 2017 amendments to Section 162(m) of the Internal Revenue Code will expire on December 31, 2020. ...more
As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to incentivize and retain...more
As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms with the new normal in the...more
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more
11/4/2019
/ Board of Directors ,
Business Judgment Rule ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Counsel ,
Delaware General Corporation Law ,
Derivative Suit ,
Dismissals ,
Executive Compensation ,
Pharmaceutical Industry ,
Pre-Suit Notice ,
Shareholder Demands
On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more
12/11/2018
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Employee Benefits ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Nasdaq ,
NYSE ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
In 2017, Institutional Shareholder Services (ISS) introduced a policy providing for potential adverse vote recommendations for the members of a company’s board responsible for approving/setting nonemployee director (NED) pay...more
On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the Internal Revenue Code...more
8/23/2018
/ CEOs ,
CFOs ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Employee Benefits ,
Employment Contract ,
Executive Compensation ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Pay-for-Performance ,
Proposed Guidance ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Vesting
On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more
3/9/2018
/ #MeToo ,
Board of Directors ,
Business Judgment Rule ,
Compliance ,
Corporate Governance ,
Covered Employees ,
DE Supreme Court ,
Delaware General Corporation Law ,
Department of Labor (DOL) ,
Dodd-Frank ,
EEO-1 ,
Entire Fairness Standard ,
Executive Compensation ,
Fair Labor Standards Act (FLSA) ,
Fair Pay and Safe Workplaces ,
Federal Contractors ,
Gig Economy ,
H-1B ,
Independent Contractors ,
Institutional Shareholder Services (ISS) ,
Internal Revenue Code (IRC) ,
Joint Employers ,
Local Ordinance ,
Minimum Salary ,
Misclassification ,
NLRB ,
OSHA ,
Over-Time ,
Pay Ratio ,
Pay-for-Performance ,
Popular ,
Ratification ,
Salary/Wage History ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
State Labor Laws ,
Stockholder Agreements ,
Tax Cuts and Jobs Act ,
Trump Administration ,
USCIS ,
Volks Rule
On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (the Act), which imposes a new excise tax on certain tax-exempt organizations for compensation paid to their covered employees in excess...more
1/18/2018
/ Covered Employees ,
Deferred Compensation ,
Exceptions ,
Excise Tax ,
Executive Compensation ,
Golden Parachutes ,
Internal Revenue Code (IRC) ,
Section 501 ,
Tax Cuts and Jobs Act ,
Tax Exempt Entities ,
Tax Reform ,
Trump Administration ,
Vesting
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more
1/5/2018
/ CEOs ,
CFOs ,
Deferred Compensation ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Nasdaq ,
NYSE ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Retirement Plan ,
Section 16 ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Trump Administration
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more
12/20/2017
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Reversal ,
Self-Interest ,
Shareholder Approval ,
Standard of Review
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more
12/4/2017
/ Annual Meeting ,
Auditors ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Pay Ratio ,
Proxy Access ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements