Last year, Superior Courts in Los Angeles County invalidated two California statutes requiring specific diversity mandates for California public company boards (Senate Bill 826 “SB 826” and Assembly Bill 979 “AB 979”). The...more
6/28/2023
/ Appeals ,
Board of Directors ,
Business Litigation ,
California ,
Corporate Governance ,
Diversity ,
Equal Protection ,
Fourteenth Amendment ,
Investors ,
Nasdaq ,
Publicly-Traded Companies ,
Quotas ,
Securities and Exchange Commission (SEC) ,
State Constitutions
On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board...more
9/8/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
With the issues of social justice, systemic racism, bias and inequality drawing heighted attention since George Floyd’s killing, the passage of AB-979 makes California the first state to require public companies with their...more
As noted in my S&W Benefits Update from Tuesday, Glass Lewis (“GL”) recently provided guidance on its approach to balancing management and board executive compensation decisions in response to the COVID-19 pandemic. Yesterday...more
As 2019 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
12/16/2019
/ Benefit Plan Sponsors ,
Best Practices ,
Board of Directors ,
Corporate Governance ,
Deferred Compensation ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
Incentive Stock Options ,
Section 162(m) ,
Section 409A ,
Stock Options ,
Year-End Compliance Checklist ,
Year-End Planning ,
Year-End Tax Planning
The following is an update to an important Delaware case relating to the applicable standard of review for challenged actions involving the setting of director compensation. ...more
4/16/2019
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Corporate Governance ,
Director Compensation ,
Entire Fairness Standard ,
Restricted Stocks ,
Settlement Offer ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Stock Options
I’ve written a number of articles and blogs about some sticky issues that can surface in the context of setting pay for public company non-employee directors...
On March 6th the parties to the In re Investors Bancorp, Inc....more
I’ve stressed how important it is for public company executives and directors to stay apprised of developments in the director pay area, including developments/settlements of director pay lawsuits. Earlier this summer, the...more
We have previously encouraged our readers to focus on the size of their director pay packages and the processes their boards undertake in setting director compensation. Prior focus on these issues was recommended largely as a...more
In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more
In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more
8/20/2015
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Incentive Compensation ,
Indemnification ,
Internal Revenue Code (IRC) ,
Reporting Requirements ,
Section 409A ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
As reported in a prior blog post, public company employers that are adopting or amending equity-based compensation plans should consider adding a separate annual limit on director equity awards. In a recent Delaware Chancery...more