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
Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more
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
As we previously reported in prior SW Benefits Updates, the challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations, companies might adjust 2020 performance goals,...more
As noted in a prior S&W Benefits Update, the spread of COVID-19 is impacting executive compensation programs in a meaningful way. Among other approaches, our update suggested that management and their corporate boards might...more
The spread of COVID-19 is having an unimaginable impact on all facets of life, including our economy. While executive compensation programs might not be the most pressing issue facing corporate boards right now, volatility in...more
I previously blogged about certain compensation related updates to ISS’ proxy voting guidelines for 2020. With proxy season in full swing, I wanted to highlight some important compensation related changes to the Glass Lewis...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
As reported in prior blogs, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans and will...more
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
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
12/26/2018
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
GAAP ,
MD&A Statements ,
Proposed Amendments ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies
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
Of the 7% of Russell 3000 companies that received “against” vote recommendations from ISS on their say on pay proposals this 2017 proxy season, some of the cited reasons for the negative vote recommendations from ISS...more
As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans. In a...more