News & Analysis as of

Disclosure Requirements Securities & Exchange Commission Executive Compensation

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...more

CEO Pay Ratio Rule: New SEC Advice Helps Companies Prepare to Comply

by Fenwick & West LLP on

Having recently affirmed that there will be no postponement of the 2018 effective date for CEO pay ratio disclosure, the U.S. Securities and Exchange Commission on Sept. 21 issued interpretive guidance to assist companies in...more

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

by Locke Lord LLP on

On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

SEC Issues Guidance on Pay Ratio Rule

Two pieces of guidance emerged from the SEC on September 21, 2017, with respect to the pay ratio rule. First, the Commission issued interpretive guidance on the rule. Second, the Division of Corporation Finance also issued...more

Blog: Corp Fin issues interpretive guidance on the calculation of pay-ratio disclosure

by Cooley LLP on

Yesterday, Corp Fin issued new Guidance on Calculation of Pay Ratio Disclosure regarding the use of statistical sampling in connection with the pay-ratio disclosure requirement, which mandates public company disclosure of...more

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

by Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

A to-do list for the fourth quarter – three key topics for public companies, plus action items

by DLA Piper on

As summer winds down, we want to highlight three topics public companies need to keep in mind as they head into fall. The first relates to certain amendments adopted by the SEC that require hyperlinks to exhibits in exhibit...more

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

Blog: Will Pay-Ratio Disclosure Benefit Investors?

by Cooley LLP on

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

SEC Commissioner Addresses Prospects for CEO Pay Ratio

by Dorsey & Whitney LLP on

This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under...more

Securities and Governance Update – June 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this resource, which is designed to keep executives, corporate counsel and governance professionals apprised of...more

Companies Should Continue to Prepare for Pay Ratio Disclosure

The pay ratio disclosure rules adopted by the U.S. Securities and Exchange Commission (SEC) in August 2015 require proxy disclosure in 2018 for most registrants. These rules require the disclosure of the ratio of the median...more

CEO Pay Ratio Rule – Start Preparing Now - Little Likelihood of Repeal or Delay of the CEO Pay Ratio Rule

by Fenwick & West LLP on

Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies. It appears, at least for now, that the CEO pay...more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

SEC Charges CEO with Failing to Disclose Perks to Shareholders

by Dorsey & Whitney LLP on

Companies frequently wrestle with perks in their proxy executive compensation disclosure. Whether an item constitutes a perk often requires judgment based on the facts and circumstances, and disclosure may elicit intense,...more

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?

by Blank Rome LLP on

Conflict Minerals Rule - Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

SEC to Reconsider the Pay Ratio Rule

by Shearman & Sterling LLP on

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

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