Director Compensation

News & Analysis as of

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

Corporate Communicator - 2017 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

ISS Updates Proxy Voting Guidelines and New Survey on Mid-Market Compensation

Institutional Shareholder Services (“ISS”) has issued updated proxy voting guidelines, including an update to guidelines related to director compensation and the equity plan scorecard. The updated guidelines are...more

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2017 proxy season. The ISS updates apply to...more

The Building Blocks of Board Service: Determining if Board Service is Right For You

Understanding the basics of board service is a necessary first step for those interested in joining a board of directors. In part one of this three-part series, we shared insights from Sheila Ronning, CEO and founder of Women...more

The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

SEC Approves Nasdaq’s Proposed Rule on Third Party Payments to Directors and Director Nominees – The “Golden Leash” Disclosure

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to...more

Blog: CEO Group Offers List Of Commonsense Corporate Governance Principles

A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance...more

Nasdaq Adopts “Golden Leash” Director Compensation Disclosure Requirement

The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more

Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements

As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

NASDAQ Resubmits Proposed Rule Requiring Disclosure of "Golden Leash" Arrangements

As we previously reported, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

Director and Executive Compensation Remains a Hot Topic for 2016

A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Ralls Builders Limited – clarification on directors' liability for wrongful trading

In February 2016, Mr Justice Snowden handed down his judgment in the High Court proceedings concerning Ralls Builders Limited (in liquidation) [2016] EWHC 243 (Ch). This matter concerned an application by the liquidators of...more

Building Your Board of Directors

A board of directors has the ultimate authority to direct the management and affairs of a company. Legally, a board authorizes the issuance of stock; hires (and fires) senior executives; approves material compensation...more

Beefing Up Director Compensation Disclosures

With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation...more

"Director Compensation in the Spotlight"

Individuals serving on company boards of directors should carefully examine director compensation programs and decisions involving their own compensation following an April 30, 2015, ruling by the Delaware Court of Chancery....more

ISS Publishes Results of 2015–2016 Annual Global Policy Survey

On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more

Corporate and Financial Weekly Digest - Volume X, Issue 38

SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more

When It Comes To Director Compensation, California Is Not Delaware

Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015

News from the Courts - Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures - Post-closing purchase price and working capital adjustments are common in...more

Locke Lord QuickStudy: Litigation Threat Means Public Companies Should Review Director Compensation Process

Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more

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