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Board of Directors Executive Compensation

Kohrman Jackson & Krantz LLP

Cleveland Retirement Fund Sues Elon Musk for Stealing AI Assets from Tesla

Elon Musk’s Ventures and Controversies - Elon Musk is well known for his many ventures as well as his disdain for convention. While serving as the CEO of Tesla, Inc., Musk acquired Twitter (now X Corp.) and founded a private...more

Proskauer - Employee Benefits & Executive...

[Podcast] Episode 50: Activism and EBEC

In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

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

White & Case LLP

The SEC’s Settlement with Cloopen Demonstrates the Significant Benefits of Prompt Cooperation

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On February 6, 2023, the US Securities and Exchange Commission ("SEC") announced that it settled accounting fraud charges against Cloopen Group Holding Limited ("Cloopen" or the "Company"), a cloud-based communications...more

Jones Day

Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award

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The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more

BCLP

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

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The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more

A&O Shearman

Court Of Chancery Rescinds CEO Compensation Package Under Entire Fairness Review

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In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more

A&O Shearman

Was the richest person in the world overpaid?

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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

Farrell Fritz, P.C.

Out of Control! What the Elon Musk Compensation Case Reminds Us about Transactions with Controlling Stockholders

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Process still matters.  That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk.  The court rescinded the incentive package mainly...more

Moore & Van Allen PLLC

Directors and executives take note: Delaware court voids Elon Musk’s $55B Tesla pay package

”Was the richest person in the world overpaid?” That is the question that the Delaware Court of Chancery answered in its Jan. 30, 2024, decision in the shareholder derivative action Tornetta v. Musk, et al., C.A. No....more

Goodwin

Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence...

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On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

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On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Bennett Jones LLP

ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

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Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...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

Wilson Sonsini Goodrich & Rosati

ISS Launches Annual Benchmark Policy Survey

On August 29, 2023, Institutional Shareholder Services Inc. (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2024 and beyond....more

Bricker Graydon LLP

Are You Maximizing Retirement for Executives?

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If you are not offering a supplemental executive retirement plan (“SERP”) to your officers and executives, you likely have to answer “no” to the above.  Since a SERP is designed to supplement other retirement benefits offered...more

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

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Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more

Skadden, Arps, Slate, Meagher & Flom LLP

Are UK-Listed Companies Paying the Price for Executive Talent?

A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia Hoggett, the CEO of the...more

Wilson Sonsini Goodrich & Rosati

SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more

Cadwalader, Wickersham & Taft LLP

RBC Incorporates Climate Priorities into Executive Incentive Compensation Plans

The Royal Bank of Canada announced that this year it will begin incorporating ESG considerations into incentive compensation plans for the bank’s CEO and other top executives. In particular, the bank plans to take ESG...more

Seward & Kissel LLP

Shipping Capital Markets: 2022 Highlights

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The outlook for the US and global shipping capital markets at the start of 2022 was optimism. The strong rate environment in the container and the dry bulk sectors that began the prior year was continuing and the fundamentals...more

McDermott Will & Emery

[Webinar] Addressing DOJ’s New Compliance Focus on Executive Compensation - April 20th, 2:00 pm - 3:00 pm ET

The new compliance focus on executive compensation, as announced by the US Department of Justice (DOJ) on March 3, 2023, has significant implications for how healthcare organizations address both corporate compliance and...more

Latham & Watkins LLP

Recent Developments for Directors - February 2023

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SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more

Husch Blackwell LLP

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

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On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

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