News & Analysis as of

Corporate Governance Securities Regulation Executive Compensation

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

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

White & Case LLP

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

White & Case LLP on

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

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

Nelson Mullins Riley & Scarborough LLP

The SEC’s New Clawback Rules: Things to Know as the Deadline to Adopt Compliant Policies Approaches

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more

Nelson Mullins Riley & Scarborough LLP

Learning Hertz – Best Practices for Public Corporations Implementing or Updating Clawback Policies

As public corporations adopt clawback policies for incentive payments before the December 1, 2023 deadline in adherence to the NASDAQ and NYSE listing requirements following implementation of SEC Rule 10D-1, a recent Federal...more

BCLP

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

BCLP on

As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Woodruff Sawyer

The SEC’s New Compensation “Clawback” Rules: What Directors and Officers Should Know

Woodruff Sawyer on

The US Securities and Exchange Commission (SEC) adopted new rules in October 2022 that implement the compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2023

In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism and various new and revised SEC rules....more

Mayer Brown Free Writings + Perspectives

Clawback Rule Guidance

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more

Littler

Publicly Traded Employers Will Need to Claw Back Incentive Pay from Former and Current Executive Officers

Littler on

Employers with stock listed on a national security exchange will become subject to a new final rule mandating the implementation of a policy that will require employers to recoup incentive-based compensation from officers who...more

Nelson Mullins Riley & Scarborough LLP

Rule 10b5-1 Amendments Adopted by the SEC

The SEC has unanimously adopted amendments to Rule 10b5-1, stemming from rules originally proposed in January 2022. The amendments include, among other things, new conditions to the availability of the 10b5-1 affirmative...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Final Rule on 10b5-1 Plans

The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments: Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1),...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Long-Awaited Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted a final rule that will require most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from current or...more

Stinson - Corporate & Securities Law Blog

SEC Issues Final Compensation Clawback Rules

The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Long-Awaited Final Pay Versus Performance Disclosure Rules

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

Keating Muething & Klekamp PLL

Securities Snapshot: 2nd Quarter 2022

After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022: What You Need To Know …

This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more

Stinson - Corporate & Securities Law Blog

SEC Reopens Comments on Compensation Clawbacks

In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more

Skadden, Arps, Slate, Meagher & Flom LLP

Chair Gensler’s Insight on the SEC’s New Regulatory Agenda

In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His...more

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