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Lowenstein Sandler LLP

Corporate Governance Takeaways Following Rescission of Elon Musk’s $55.8 Billion Equity Compensation Package

“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...more

A&O Shearman

Was the richest person in the world overpaid?

A&O Shearman on

Chancellor Kathleen McCormick of the Delaware Court of Chancery grappled with this question in a recent derivative lawsuit challenging Tesla’s performance-based equity award with a potential USD55.8 billion maximum value and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

A&O Shearman

18th Annual Corporate Governance & Executive Compensation Survey 2020

A&O Shearman on

In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more

Fenwick & West LLP

McDonald’s Clawback Suit Against Former CEO: A Cautionary Tale

Fenwick & West LLP on

McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more

Stinson - Corporate & Securities Law Blog

ISS Opens Global Policy Survey for 2020

Institutional Shareholder Services Inc. has launched its Annual Policy Survey.  The survey is a key component of ISS’ annual benchmark policy development process, looking at potential policy changes globally for 2020 and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more

McDermott Will & Emery

Corporate Law & Governance Update - August 2016

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

Cooley LLP

Blog: ISS Study Shows Board Leadership Structure Affects CEO Compensation

Cooley LLP on

According to a new report from ISS, the structure of board leadership plays a significant role in relative levels of CEO compensation. Combining the CEO and board chair titles is still the most prevalent leadership structure...more

Cooley LLP

Blog: Where You Stand On CEO Comp Depends On Where You Sit

Cooley LLP on

CEO Pay, Performance, and Value Sharing, a paper by academics at the Stanford Business School, discusses the disconnect between the perceptions of CEO pay among directors (who set CEO pay) and the public (who ultimately pay...more

Sheppard Mullin Richter & Hampton LLP

The Days of the Vultures (Silicon Valley – Season 2 Finale)

This season’s finale of Silicon Valley provided Richard with only the briefest moment of victory before he once again faces losing Pied Piper. First, the arbitrator rules that because Richard used a Hooli computer while...more

The Volkov Law Group

The Dangerous “Cult” of CEO Rock Stars

The Volkov Law Group on

Everyone needs a hero, someone they can look up to and admire, and project feelings of positive personality. The world’s history is replete with “great” leaders who instilled in people a feeling of connection, commitment and...more

Goodwin

SEC Proposes Hedging Policy Disclosure Rule

Goodwin on

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

Akin Gump Strauss Hauer & Feld LLP

What Price Love?

Apparently, about $1 million if you are the CEO of Johnson Controls, Inc. At least, that is one possible takeaway from the action of the board of directors of Johnson Controls with respect to the behavior of its CEO, Alex...more

Akin Gump Strauss Hauer & Feld LLP

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Spilman Thomas & Battle, PLLC

Dodd-Frank Essentials: Executive Compensation Requirements And Disclosures

Several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act have brought compensation of financial institution executives into the public eye. Although disclosure of executive and director compensation...more

Sheppard Mullin Richter & Hampton LLP

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Skadden, Arps, Slate, Meagher & Flom LLP

"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

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