Marc S. Gerber

Marc S. Gerber

Skadden, Arps, Slate, Meagher & Flom LLP

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"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

7/3/2015 - Clawback Agreements Disclosure Requirements Dodd-Frank Executive Compensation Financial Reporting Incentive Compensation SEC Shareholders

"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

"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

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

"SEC’s Proposed CEO Pay Ratio Disclosure Rules — Costly and Complicated"

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act. The proposed rules would require many SEC reporting companies to publicly disclose the...more

9/30/2013 - Annual Filings Annual Reports CEOs Dodd-Frank Executive Compensation Form 10-K Pay Ratio Reporting Requirements SEC Transparency

"SEC Proposes CEO Pay-Ratio Disclosure Rules"

The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more

9/19/2013 - CEOs Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio SEC

"The Landscape of CEO Succession Issues"

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more

6/26/2013 - Board of Directors CEOs Disclosure Requirements Employment Contract Executive Compensation Hiring & Firing Reporting Requirements Severance Agreements Successors Termination

"SEC Approves NYSE and Nasdaq Compensation Committee Rules"

The Securities and Exchange Commission (SEC) recently approved new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements relating to compensation committees of listed companies. The listing...more

1/24/2013 - Compensation Committee Executive Compensation Listing Standards Nasdaq NYSE SEC

Skadden's 2013 Insights: Governance

Say-on-pay has contributed to an environment where shareholder engagement is an increasingly critical component of corporate governance. In this section, we take a broad look at the corporate governance landscape to...more

1/21/2013 - Board of Directors Corporate Governance Executive Compensation ISS Proxy Season Say-on-Pay Shareholders

"ISS Issues 2013 Policy Updates"

Institutional Shareholder Services (ISS), an influential proxy advisory firm, annually updates the policies that underlie its voting recommendations to its institutional investor clients. On November 16, 2012, ISS issued its...more

11/21/2012 - Executive Compensation ISS

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