Disclosure Requirements › Executive Compensation

News & Analysis as of May 19, 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

Attacks on Proxy Statement Compensation Disclosure

by Lawrence D. Levin | Katten Muchin Rosenman LLP on 4/11/2013

Litigation challenging equity compensation exploded in 2012 and shows no signs of slowing, with a storm of lawsuits targeting Rule 10b5-1 trading plans threatening to strike for 2013 as well...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

by Paul S. Lawler | Holland & Knight LLP on 3/5/2013

On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more

Corporate and Financial Weekly Digest - March 1, 2013

by Katten Muchin Rosenman LLP on 3/4/2013

In this issue: - Recent SEC Speeches Focus on Investor Protection and Disclosure - SEC 2013 Examination Priorities - CFTC Revises Clearing Compliance Schedule for iTraxx CDS Indices - SEC Division...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

Small Business Securities Bulletin - Smaller Reporting Companies Become Subject to Say-on-Pay in 2013; New Iran/Terrorism...

by Penny Somer Greif | Ober|Kaler on 2/25/2013

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. For the first time, smaller reporting companies are subject, in 2013, to the stockholder advisory...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

"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

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

FSA Guidance on Proportionality in Relation to its Remuneration Code

by Orrick - Structured Finance Group on 10/4/2012

On September 25 the FSA published Finalised Guidance 12/19: General guidance on Proportionality: The Remuneration Code (SYSC 19A) & Pillar 3 disclosures on remuneration (BIPRU 11) (FG12/19). ...more

Emerging Growth Company IPO Filings Initially Embrace JOBS Act's Reduced Executive Compensation Disclosure Requirements

by Sheppard Mullin Richter & Hampton LLP on 7/2/2012

On April 5, 2012, the President signed into law the “Jumpstart Our Business Startups Act” (JOBS Act). The JOBS Act also allows small businesses to harness “crowdfunding,” expands “mini-public offerings,” and streamlines the...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

Corporate and Securities Alert - “Say on Pay” Final Rules

by Fenwick & West LLP on 1/28/2011

On January 25, 2011, the SEC issued final rules (“Final Rules”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements....more

SEC Adopts “Say on Pay” Rules for Public Companies

by Ropes & Gray LLP on 1/28/2011

On January 25, 2011, the Securities and Exchange Commission adopted by a 3-2 vote final rules on say on pay, say on frequency and say on golden parachutes advisory votes, which give shareholders of public companies a voice on...more

Corporate and Securities Alert: “Say on Pay” Rules Proposed

by Fenwick & West LLP on 11/2/2010

The SEC has released a rule proposal (“Proposal”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements. We believe...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

Brownstein Hyatt Farber Schreck, LLP Dodd-Frank Act Client Alert

by Tara Dunn on 7/27/2010

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the...more

The Dodd-Frank Act: Non-Binding “Say-on-Pay” at Public Companies

by Foley Hoag LLP on 7/26/2010

Among the many elements of the massive Dodd-Frank Wall Street Reform and Consumer Protection Act are provisions applicable to public companies requiring defined “say-on-pay” votes. These are shareholder votes on *executive...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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