Executive Compensation

News & Analysis as of

Ofgem consults on Network Operator pension deficit funding policy

With the current price control period for electricity Distribution Network Operators having recently ended, Ofgem has launched a consultation on the future funding of deficits attributable to regulated activities. The last...more

At Last–the SEC’s Compensation Clawback Proposal

Some five years ago, Section 954 of the Dodd-Frank Act instructed the SEC to adopt rules mandating that national securities exchanges require listed companies to implement incentive compensation recovery (or clawback)...more

SEC Proposes Rule Regarding Clawback of Erroneously Awarded Incentive-Based Compensation

The SEC has proposed Rule 10D-1 under the Securities Exchange Act of 1934 to implement the clawback provisions contained in Section 954 of the Dodd-Frank Act. Under the proposal, in the event that a public company restates...more

Putting Executive Pay at Risk: SEC Proposes Rules on Mandatory Clawback Policies

On July 1, 2015, the Securities and Exchange Commission proposed rules to require issuers of securities listed on U.S. stock exchanges to adopt and enforce clawback policies applicable to incentive-based compensation received...more

Court Of Chancery Declines To Second Guess On Compensation

This is another in the line of decisions that goes back at least as far as the Disney case where the Delaware Court of Chancery declines to upset the compensation awarded to officers and directors. ...more

SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more

"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

SEC Proposes Broadened Executive Compensation “Clawback” Rules

On July 1, the SEC proposed rules requiring national security exchanges (such as NYSE and Nasdaq) to establish listing standards requiring publicly traded companies to adopt, comply with and disclose written clawback...more

SEC Proposes Clawback Rules

Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more

Ouch! SEC’s Proposed Executive Compensation Clawback Rules Carry a Sting

On July 1, 2015, the Securities and Exchange Commission proposed long-awaited rules to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating any company whose securities are...more

Blog: SEC Proposes Clawback Rules

At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal....more

SEC Proposes Rules Relating to Clawbacks of Incentive-Based Compensation

On July 1, 2015, the Securities and Exchange Commission proposed rules that would require stock exchanges to adopt listing standards relating to the clawback of incentive-based compensation for certain executive officers...more

SEC Issues Proposed Rules for Clawback Policies and Related Disclosure

On July 1, 2015, the Securities and Exchange Commission proposed rules regarding clawback policies and disclosure, requiring the recovery of incentive-based compensation of officers in cases of material non-compliance with...more

Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation

Some five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Act”), the Securities and Exchange Commission (SEC) continues to work through the rule-making process required by the...more

Executive Compensation Paid to Controlling Shareholders Subject to Business Judgment Review When Approved by an Independent...

Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more

SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and...more

SEC Meeting to Consider Compensation Clawback Proposal

The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more

Financial Services Weekly News Roundup - June 2015 #4

Regulatory Developments - Client Alert: SEC Proposes Pay for Performance Rules: Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more

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

Blog: More Than Half Of Poll Respondents Plan To Disclose “More Than The Minimum” Under Pay-Versus-Performance Rules

A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents...more

Blog: Executive Compensation — A Trigger For Hedge Fund Activism?

Is executive pay becoming a hot button issue for activist hedge funds? While executive pay has long been under scrutiny from standard-issue corporate governance activists, such as union pension funds, the interest of some...more

The Dangerous “Cult” of CEO Rock Stars

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

SEC Proposes Pay for Performance Rules

The SEC has proposed rules that would require most public companies to provide disclosure in their proxy statements regarding the relationship between their executive compensation and total shareholder return (TSR) for the...more

Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure...more

Facing Merger Challenges. In 5, 4, 3, 2, 1……

A few weeks ago, a writer for a banking magazine asked my top five challenges to a successful bank merger. That is a loaded question! The challenges to complete a merger agreement, the challenges to close the merger, and the...more

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