Ettore Santucci

Ettore Santucci

Goodwin Procter LLP

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Latest Publications


SEC Issues New Guidance on Voting with Regard to Merger and Acquisition Transactions

On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s...more

11/10/2015 - Corporate Governance Mylan Pharmaceuticals New Guidance Popular SEC Shareholder Approval Teva Pharmaceuticals Voting Requirements

SEC Adopts Final CEO Pay Ratio Disclosure Rule

On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more

8/19/2015 - CEOs Disclosure Requirements Executive Compensation Financial Statements Median Employee Pay Ratio Reporting Requirements SEC

SEC Proposes Mandatory Incentive Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

7/17/2015 - Clawbacks Corporate Officers Dodd-Frank Emerging Growth Companies Executive Compensation Financial Reporting Financial Restatements Foreign Private Issuers Form 8-K Incentive Compensation Listing Standards Nasdaq NYSE Offsets Proposed Regulation Public Disclosure Rule 10D-1 SEC Section 10D Securities Exchange Act Total Shareholder Return (TSR)

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

6/18/2015 - Executive Compensation Item 402 Pay-for-Performance Proxy Statements Publicly-Traded Companies Regulation S-K SEC XBRL Filing Requirements

REITs and the Alternative Investment Fund Managers Directive

The implementation of the Alternative Investment Fund Managers Directive throughout the European Union may have implications for REITs in the United States if they are determined to be alternative investment funds or “AIFs”....more

11/20/2014 - AIFM AIFMD EU REITS

U.S. and European Cross-Border Real Estate Investment: Key Structuring Considerations

Deploying real estate capital across international markets can be a complex exercise, and structuring cross-border investments so that capital can be brought back efficiently adds to the complexity. Accommodating the...more

3/27/2014 - Cross-Border EU Real Estate Investments Real Estate Market

NASDAQ Amends Listing Standards to Remove Prohibition on Receipt of Compensatory Fees by Compensation Committee Members

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more

12/30/2013 - Board of Directors Compensation Committee Conflicts of Interest Exemptions Listing Standards Nasdaq NYSE

SEC Issues Proposed "Pay Ratio" Disclosure Rules

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

10/4/2013 - Annual Filings Annual Reports Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay Ratio Regulation S-K SEC Wages

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