On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd‑Frank Act. The final rules were published in the Federal Register on November 28, 2022...more
12/6/2022
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Statements ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC)
The following update highlights recent corporate governance hot topics and trends for directors of public companies.
Board Oversight of Mission-Critical Risks -
In June 2019, the Delaware Supreme Court allowed a Caremark...more
8/25/2019
/ Board of Directors ,
Caremark claim ,
Corporate Governance ,
DE Supreme Court ,
Disclosure Requirements ,
Diversity ,
Dodd-Frank ,
Duty of Loyalty ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Internal Controls ,
Oversight Duties ,
Popular ,
Regulation S-K ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation
In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more
12/13/2017
/ Audit Reports ,
Board of Directors ,
Broker-Dealer ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Rule 14a-8(i)(7) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more
10/4/2017
/ C&DIs ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
Median Employee ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more
8/3/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Federal Register ,
Foreign Private Issuers ,
Form 10-K ,
Incentive Compensation ,
Regulation S-K ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Stock Appreciation Rights ,
Stock Exchange ,
Stocks