John Newell

John Newell

Goodwin Procter LLP

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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

SEC Applies Whistleblower Protections to Confidentiality Arrangements

Public companies should review their confidentiality arrangements for any provisions that may result in unintended violations of the Dodd-Frank Act’s whistleblower protections....more

4/16/2015 - Confidentiality Agreements Dodd-Frank EEOC Enforcement Actions Internal Investigations KBR (formerly Kellogg Brown & Root) NLRB General Counsel Rule 21F SEC Whistleblower Protection Policies Whistleblowers

Recent SEC Enforcement Actions Renew Focus on Incentive Compensation Clawbacks

Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more

4/3/2015 - C-Suite Executives Clawbacks Dodd-Frank Incentive Compensation Saba Software Sarbanes-Oxley SEC

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

2/26/2015 - Board of Directors CEOs Disclosure Requirements Equity Securities Executive Compensation Hedging Investment Company Act of 1940 Proxy Statements SEC Securities Exchange Act

Nasdaq Adopts New All-Inclusive Fee Structure and Fee Increases

Nasdaq has adopted amendments to its fee structure and fee rates for companies with securities listed on the Nasdaq Global Select, Global and Capital Markets. The amendments create a new all-inclusive annual listing fee...more

12/3/2014 - Fees Nasdaq Transaction Fees

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

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