On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
11/2/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulation S-K ,
Sarbanes-Oxley ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
9/16/2022
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
Summary -
Earlier this month, the U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts...more
8/22/2016
/ Cease and Desist ,
Confidentiality Agreements ,
Dodd-Frank ,
Enforcement Actions ,
Fines ,
Health Net ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Severance Agreements ,
Waivers ,
Whistleblower Awards ,
Whistleblowers
Summary -
The U.S. Securities and Exchange Commission (SEC) announced its second significant enforcement action against an employer based on confidentiality and release provisions that the SEC asserts will discourage...more
8/16/2016
/ Cease and Desist Orders ,
Civil Monetary Penalty ,
Confidentiality Agreements ,
Dodd-Frank ,
Employee Releases ,
Enforcement Actions ,
Remedies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Severance Agreements ,
Whistleblower Protection Policies
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 ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Total Shareholder Return (TSR)
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 ,
Enforcement Actions ,
Equal Employment Opportunity Commission (EEOC) ,
Internal Investigations ,
KBR (formerly Kellogg Brown & Root) ,
NLRB General Counsel ,
Rule 21F ,
Securities and Exchange Commission (SEC) ,
Whistleblower Protection Policies ,
Whistleblowers
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