December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
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As you know, in 2022, the SEC adopted a new clawback rule, Exchange Act Rule 10D-1, which directed the national securities exchanges to establish listing standards requiring listed issuers to adopt and comply with a clawback...more
In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more
Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more
Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more
On March 7, 2024, Deputy Attorney General Lisa Monaco (“DAG Monaco”) gave the keynote address at the American Bar Association’s 39th National Institute on White Collar Crime. She addressed the success she views in the...more
Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
Hosted by the American Conference Institute, the 19th Annual FCPA & Anti-Corruption Conference for the Life Sciences Industry returns for another exciting year with carefully researched programming based on critical findings...more
Over the past 15 months the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) has made clear through three Foreign Corrupt Practices Act (FCPA) enforcement actions and speeches, their priorities in...more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past...more
Publicly announced Foreign Corrupt Practices Act (FCPA) enforcement activity in 2023 did not return to the levels seen a few years ago, as indicated by both the total number of cases against corporate and individual...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Group for foreign private issuers ("FPIs") during the 2024 annual reporting season, divided into two sections: Form 20-F Housekeeping...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
This week, SAP SE (SAP), the German-based software company, agreed to pay over $200 million to resolve investigations by the US Department of Justice (DOJ) and US Securities and Exchange Commission (SEC) into violations of...more
Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024. This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
As we head into year-end, annual reporting season for FPIs is just around the corner. FPIs are required to file an annual report on Form 20-F with the SEC within four months after the end of their fiscal year (or until April...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
As 2023 comes to an end, we are pleased to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our To Do Lists in four separate SW Benefits Updates. Part 1 covered health and welfare plan...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
On November 28–30, 2023, the American Conference Institute’s 40th International Conference on the Foreign Corrupt Practices Act (“FCPA”), held in Washington, D.C., brought together prosecutors, regulators, corporate...more
Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more