Disclosure Requirements › Compensation Committee

News & Analysis as of May 22, 2013

Action Required by California Commercial Landlords: New California Law Goes Into Effect July 1, 2013, Requiring Accessibility Disclosures in Commercial Leases
Can Feds Force Companies to Disclose Political Spending?
Lessons from Amusement Park Safety Concerns: An Integrated Approach to Business Regulation
JOBS Act Lessens Disclosure Requirements

SEC Commissioner Gives Speech On Proxy Disclosure

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 3/1/2013

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Examples Of Disclosures Regarding Conflict Free Compensation Advisors

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 2/1/2013

New S-K Item 407(e)(3)(iv) provides that if any compensation consultant has played a role in determining or recommending the amount or form of executive and director compensation, and the consultant’s work has raised any...more

SEC Approves New Compensation Committee and Adviser Independence Listing Standards

by Lawrence Bard, Daniel Kahan, David M. Lynn | Morrison & Foerster LLP on 1/21/2013

As discussed in two previous Client Alerts, on June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 10C-1 to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection...more

Disclosure tips for 2013

by Bonnie J Roe | Cohen & Gresser LLP on 1/18/2013

The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come. 1. Consider the...more

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

by Michael R. Bergmann, Emily Cabrera, Kristin M. Davis, Berit R. Freeman, Neil M. Leff, Barbara R. Mirza, Alessandra K. Murata, Timothy Nelson, Regina Olshan, David C. Olstein, Erica Schohn, more +Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 1/17/2013

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

Other NYSE/NASDAQ Developments

by Joseph M. Miller | Snell & Wilmer L.L.P. on 1/7/2013

Non-Executive Employment of Family Members No Longer Precludes Nomination of Non-Independent Directors under “Exceptional and Limited Circumstances” Until recently, a director of a NASDAQ-listed company could serve as an...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

SEC Update

by Jeff E. Beck, Joseph M. Miller, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 1/4/2013

Final Rules on Compensation Committee Listing Standards - On June 20, 2012, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10C-1 implementing listing standard requirements pursuant to Section 952...more

Corporate Communicator - Winter 2013

by Jeff E. Beck, Franc E. Del Fosse III, Joseph M. Miller, Joshua Schneiderman, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 12/29/2012

In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more

A Proxy Season Update -- Preparing for 2013

by Ryan M. Reardon, Susan B. Zaunbrecher | Dinsmore & Shohl LLP on 12/28/2012

As the landscape surrounding proxy materials and annual report disclosures continues to shift, it is important for public companies to anticipate such changes and ensure they are best positioned to respond. Below is a summary...more

SEC Issues Compensation Committee and Compensation Consultant Independence Rules as Required by the Dodd Frank Act

by White & Case LLP on 6/28/2012

On June 20, 2012, the Securities and Exchange Commission (the “SEC”) published final rules (the “Compensation Rules”) requiring securities exchanges to change their listing standards with respect to compensation committee...more

The Dodd Frank Act: A Guide to the Corporate Governance, Executive Compensation, and Disclosure Provisions

by Sheppard Mullin Richter & Hampton LLP on 8/17/2011

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”)1 became law on July 21, 2010. The primary purpose of the Act is to identify and manage threats to the stability of the nation’s financial system, such...more

Dodd-Frank Act Means No Summer Vacation for Compensation Committees

by Manatt, Phelps & Phillips, LLP on 8/3/2010

While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) is largely directed at reforms within the financial services industry, Congress did not miss its opportunity to adopt regulations on...more

Dodd-Frank Financial Reform Act - Key Corporate Governance and Executive Compensation Provisions

by Foley Hoag LLP on 7/29/2010

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), arguably the most far-reaching package of financial regulatory reforms since the New Deal....more

Senate Passes Dodd-Frank Wall Street Reform and Consumer Protection Act

by Sheppard Mullin Richter & Hampton LLP on 7/19/2010

On Thursday, July 15, 2010, the Senate passed the Dodd-Frank Wall Street Reform and Consumer Protection Act by a vote of 60-39. The bill passed in the House of Representatives on June 30, 2010. The legislation is expected to...more

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