Marc S. Gerber

Marc S. Gerber

Skadden, Arps, Slate, Meagher & Flom LLP

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"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

5/6/2015 - Approval Director Compensation Directors Equity Plans Executive Compensation Fiduciary Duty Grants Heightened Scrutiny Motion to Dismiss Restricted Stocks Shareholders Standard of Review Unjust Enrichment Waste

"SEC Proposes New Rules for Pay-Versus-Performance Disclosure"

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more

5/5/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Form 10-K Pay-for-Performance Proxy Statements SEC Total Shareholder Return (TSR) XBRL Filing Requirements

Privacy & Cybersecurity Update - April 2015

In This Issue: - DOJ Issues Cyber Preparation and Response Guidance - RadioShack’s Plan to Auction Customer Data Highlights Issues Over Treatment of Such Data as an Asset - Google v. Vidal-Hall and...more

5/3/2015 - Commercial Bankruptcy Customer Lists Cyber Attacks Cyber Insurance Cybersecurity Data Breach Data Privacy DOJ FCC Financial Services Authority Google Hulu Information Sharing NAIC Popular RadioShack Third-Party Video Privacy Protection Act

"Wal-Mart Wins Appeal of Shareholder Proposal Decision"

The U.S. Court of Appeals for the Third Circuit issued a decision on April 14, 2015 that reversed a U.S. District Court opinion and vacated a permanent injunction that would have required Wal-Mart Stores, Inc. to include a...more

4/16/2015 - Appeals Board of Directors Corporate Governance Ordinary Business Exception Permanent Injunctions Proxy Statements Reversal SEC Securities Exchange Act Shareholder Proposals Wal-Mart

"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

4/1/2015 - Annual Meeting Annual Reports EDGAR Filing Requirements Form 10-K Form 8-K Proxy Materials Proxy Solicitations Proxy Statements SEC Shareholder Meetings

Privacy & Cybersecurity Update - February 2015 (Updated)

In This Issue - White House Releases Proposed Privacy Legislation - Lessons from the Anthem Data Breach - SEC and FINRA Release Results of Industrywide Cybersecurity Examination Sweeps - COSO Releases Report on...more

3/2/2015 - Anthem Blue Cross Automotive Industry Big Data COSO Cybersecurity Data Breach FINRA Information Sharing Insurance Industry Obama Administration Popular SEC

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

2/16/2015 - CD&A Corporate Officers Directors Disclosure Requirements Dodd-Frank Emerging Growth Companies Employees Hedging Information Statements Item 402(b) Proxy Statements Regulation S-K SEC Section 14(j) Securities Exchange Act

Privacy & Cybersecurity - January 2015

In This Issue: - Summary of President’s Recent Proposals for Cybersecurity Legislation - New York Attorney General Proposes New Approaches to Data Security - Delaware Data Destruction Law Takes...more

2/2/2015 - Popular

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

1/29/2015 - Board of Directors C-Suite Executives Corporate Counsel Corporate Governance Cybersecurity Directors Fiduciary Duty Proxy Access Rule Regulatory Standards Risk Management Shareholder Activism Shareholders

"US Corporate Governance: Boards of Directors Remain Under the Microscope"

For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more

1/28/2015 - Board of Directors Corporate Governance Directors Proxy Access Rule Risk Management Shareholder Activism Shareholders

"Insights Conversations: Cybersecurity"

This past year has been called the "year of the massive data breach," with many high-profile attacks on well-known companies. Skadden partners Cyrus Amir-Mokri, Patrick Fitzgerald, Marc S. Gerber, Stuart D. Levi and Timothy...more

1/27/2015 - Best Practices Corporate Counsel Cyber Insurance Cybersecurity Data Breach Enforcement Actions FTC Popular Retailers Risk Assessment Risk Management Senate Banking Committee Target

Privacy & Cybersecurity Update - January 2015: President Announces Cybersecurity Legislative and Regulatory Proposals

On January 12 and 13, in speeches at the Federal Trade Commission (FTC) and the National Cybersecurity and Communications Integration Center (NCCIC), President Barack Obama announced several initiatives to enhance online...more

1/15/2015 - Barack Obama Cybersecurity Privacy Policy Proposed Legislation Regulatory Agenda

Privacy & Cybersecurity Update - December 2014

In This Issue: - The Critical Takeaway for Every Company From the Sony Cyber Attack - Sony Data Breach Class Action Complaint Provides Insight Into Cybersecurity Issues - Reminder: New California Data...more

1/2/2015 - Class Action Cyber Attacks Cybersecurity Data Breach Department of Financial Services Examination Procedures New Legislation NIST PF Chang's Sony Standing Target

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

12/9/2014 - Annual Meeting Bylaws Conflict Mineral Rules Corporate Governance Disclosure Requirements Equity Compensation Executive Compensation Fee-Shifting Statutes Glass Lewis ISS Proxy Season Proxy Voting Guidelines Reporting Season SEC Shareholder Proposals

Privacy & Cybersecurity Update - November 2014

In This Issue: - EU Issues Guidelines on ‘Right to be Forgotten’ - FFIEC Observations on Bank Cybersecurity Provides Important Guidelines for Every Industry - Remarks by Comptroller Curry Highlight OCC...more

12/1/2014 - Auto Manufacturers Automotive Industry Banks Cyber Threats Cybersecurity Data Breach EU FFIEC FTC FTC v Wyndham Google NIST OCC Privacy Laws Retailers Right to Be Forgotten SEC

Privacy & Cybersecurity Update - October 2014

In This Issue: - October: National Cyber Security Awareness Month - New California Data Protection Law - Obama Signs Cybersecurity Executive Order - FTC Cautions Executives About Personal Liability for False...more

11/3/2014 - Banks CFPB Cybersecurity Data Protection Digital Assets Electronically Stored Information Executive Orders FCC Gramm-Leach-Blilely Act

"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment...more

7/7/2014 - Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC

"SEC Staff Issues Statement on Conflict Minerals Ruling"

The U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a statement on the effect of a recent circuit court decision on the SEC’s conflict minerals rules. In an April 14 ruling, the U.S. Court of...more

5/2/2014 - Conflict Mineral Rules First Amendment SEC

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

4/16/2014 - Conflict Mineral Rules Disclosure Requirements Dodd-Frank SEC

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for...more

3/28/2014 - APEC Class Action Cybersecurity Data Breach Data Protection DOJ EU EU Data Protection Laws FCC Privacy Laws Privacy Policy SEC Small Business

"SEC Holds Roundtable on Cybersecurity"

The Securities and Exchange Commission recently held a roundtable on the issues and challenges cybersecurity presents for market participants and public companies. The roundtable is a means by which the SEC Commissioners can...more

3/28/2014 - Cybersecurity SEC

"US Corporate Governance: Boards of Directors Face Increased Scrutiny"

In many ways, corporate governance in 2013 looked similar to corporate governance in 2012. Most public company directors were re-elected with shareholder support in excess of 90 percent of votes cast and only a handful of...more

1/23/2014 - Compliance Corporate Charters Corporate Governance Investigations Say-on-Pay Shareholder Activism Shareholder Votes Shareholders

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

12/10/2013 - Audits Board of Directors Compensation Committee Compliance Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Filing Requirements Form SD Forum Selection Clause IRC Pay Ratio PCAOB Say-on-Pay SEC Section 162(m) Shareholder Votes Shareholders

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting...more

12/5/2013 - Corporate Governance ISS Pay-for-Performance Proxy Season Proxy Voting Guidelines

"ISS Opens Comment Period for 2014 Proxy Voting Policy Changes"

On October 21, 2013, Institutional Shareholder Services (ISS) issued draft policy changes for 2014 that, if adopted, would become effective for shareholder meetings taking place on or after February 1, 2014. ISS is soliciting...more

10/25/2013 - ISS Proxy Voting Guidelines

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