Disclosure Requirements Securities & Exchange Commission Say-on-Pay

News & Analysis as of

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

New Compensation Disclosures for Public Companies

The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

SEC Proposes Rules on Clawback Policies & Other Dodd-Frank Act Executive Compensation Updates - July 2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...more

Performance Anxiety: SEC Proposes Pay Versus Performance Rule

On April 29, 2015, by a 3-2 vote, the Securities and Exchange Commission (the SEC) voted to propose a rule to implement Section 14(i) of the Securities Exchange Act of 1934 (the Exchange Act), as added by Section 953(a) of...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

Planning for the 2013 Annual Meeting and Reporting Season

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

Preparing 2013 Proxy Statements and Periodic Reports

As you gear up to prepare your 2013 proxy statement and periodic reports, it is essential to keep in mind some recent changes and developments that may affect your company's disclosure in these documents. For 2013, three new...more

Disclosure tips for 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

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

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

Merging onto the IPO On-Ramp

Title I to the JOBS Act has created a new category of issuers known as “emerging growth companies”. The category is introduced in a series of measures that are designed to reduce the regulatory burden on companies that wish...more

Congress Has Adopted Legislation to Facilitate Public and Private Capital Formation by Emerging Growth Companies

Congress passed legislation that, if signed as expected by President Obama, will allow companies to raise capital more easily in both the private and public markets. As reported in our client alert dated March 14, 2012, the...more

House Passes JOBS Act—Legislation Would Facilitate Public and Private Capital Formation by Emerging Growth Companies

The U.S. House of Representatives has passed legislation that, if approved by the Senate and enacted into law, would allow companies to raise capital more easily in both the private and public markets. On March 8, 2012, the...more

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

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

SEC Adopts “Say on Pay” Rules for Public Companies

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

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

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

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

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

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