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Proxy Access – Week of May 24

During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

SEC Proposes New Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (the “SEC”) proposed new rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and their...more

Pay-Versus-Performance: SEC's Proposed Rules

On April 29, the SEC proposed rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and executive compensation actually paid. HIGHLIGHTS...more

Director Compensation After Calma v. Templeton: Proactive Steps to Consider

Delaware case exposes director compensation to heightened “entire fairness” standard absent adequate stockholder ratification - The Delaware Court of Chancery recently decided a case that makes it easier for plaintiffs...more

Pay For Performance Table and Best Proxy Disclosure

The SEC recently released its proposed "pay for performance" rules under one of the last remaining executive compensation requirements mandated by the Dodd-Frank Act. This new "pay for performance" rule requires companies1 to...more

Does The SEC’s Unbundling Rule Deprive Stockholders The Right To Vote On The Whole?

A forthcoming academic paper looks for bundling in more than 1,500 management proposals between 2003 and 2012.  Bundling occurs when multiple matters are combined into a single proposal.  The authors, James Cox, Fabrizio...more

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

Financial Services Weekly News Roundup - May 2015 #3

SEC Proposals to Enhance Investment Company and Investment Adviser Reporting: As we went to press, the SEC commissioners announced that they had voted to approve two proposals. The first was for new and amended rules and...more

SEC Approves Proposed Rules for Executive Compensation

On April 29, 2015, the Securities and Exchange Commission (SEC) narrowly approved proposed rules requiring certain reporting companies to disclose the relationship between pay to named executive officers and performance by...more

Why Locate Your Business in New York?

New York is a great place to live and do business. The state is running an active marketing campaign to let the world know and to attract new business to the state....more

Alert: SEC Proposes New Rules on Pay Versus Performance When "Compensation Actually Paid" is Not Compensation Actually Paid and...

On April 29, 2015, the SEC voted to propose rules requiring public companies to disclose the relationship between compensation actually paid and company financial performance. The proposal comes almost five years after the...more

Small Business Securities Bulletin: SEC Proposed Pay-Versus-Performance Disclosure Rules

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and...more

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay,...more

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more

SEC Proposes Pay-Versus-Performance Disclosure Rules

The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2015

The SEC proposed pay for performance rules to implement Section 953(a) of Dodd-Frank, which requires disclosure of “information that shows the relationship between executive compensation actually paid and the financial...more

SEC proposed rule would require new "pay versus performance" table in proxy statements

As public companies navigate the 2015 proxy season, a potential change to executive compensation disclosure is on the horizon. The US Securities and Exchange Commission (SEC) has proposed new rules to implement the...more

SEC Proposes New Executive Pay Versus Company Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3 to 2 to propose rules related to the disclosure of information that shows the relationship between executive compensation and the financial performance...more

Institutional Shareholder Voting Guidelines: How to Win a Proxy Fight Despite a "NO" Recommendation from ISS and/or Glass Lewis

There is no doubt that Institutional Shareholder Services ("ISS") and Glass Lewis, as advisors to institutional shareholders, have a significant impact on the level of shareholder support for a company's Say on Pay and...more

SEC Proposes “Pay Versus Performance” Rules, as Required by Dodd-Frank

On April 29, 2015, the Securities and Exchange Commission (the SEC) proposed for comment new “pay versus performance” rules that would require public company registrants to disclose the relationship between executive...more

SEC Proposes Pay Versus Performance Disclosure Rule

On April 29, 2015, the Securities and Exchange Commission (SEC), by a three-to-two vote, proposed the pay versus performance disclosure rule required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more

Asset Management Firm Pays $12 Million in Settlement of SEC Conflict of Interest Case

The United States Securities and Exchange Commission (SEC) is showing new vigor in enforcing conflict of interest cases within asset management firms. Earlier this year, an SEC spokeswoman mentioned that the Commission has...more

SEC Pushes for Enhanced Disclosure of Pay Versus Performance

On April 29, 2015, the Securities and Exchange Commission issued proposed regulations to implement section 14(i) of the Securities Exchange Act of 1934, as added by section 953(a) of the Dodd-Frank Wall Street Reform and...more

Sec Proposes Anticipated Rules on Pay-Versus-Performance Disclosure

On April 29, 2015, the SEC, in a 3-2 vote of the SEC Commissioners, approved proposed rules (the “pay-versus-performance disclosure”) that would require an issuer to disclose the relationship between the issuer’s executive...more

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

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