News & Analysis as of

Executive Compensation

Blog: Does The Health Of The Economy Depend On Getting The Role Of Shareholders Right?

by Cooley LLP on

Are shareholders really the “owners” of corporations? Even though shareholders have no responsibilities to the corporations they “own”? Should corporations be managed for the sole purpose of maximizing shareholder value? Are...more

Trump Tax Proposal Could Create Compensation-Related Opportunities

The Trump administration’s proposed overhaul of the federal income tax system includes a reduction of the maximum federal corporate income tax rate from 35 percent to 15 percent. If enacted, the proposal — a one-page outline...more

“Creating Hope and Opportunity for Investors, Consumers and Entrepreneurs” – House Passes Financial Reform Bill

by Snell & Wilmer on

On June 8, the House of Representatives passed the Financial CHOICE Act of 2017 in a bid to reform the financial regulatory system created by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The bill, which...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Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies.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

Say-on-Pay Voting Frequency - The Financial CHOICE Act Adds Uncertainty to the Process

by Dorsey & Whitney LLP on

The House passed the Financial CHOICE Act on Thursday as part of the new administration’s bid to overhaul Dodd-Frank. It is not expected to get through the Senate in its current form, but it does provide an interesting read....more

Blog: Pay For Performance — More Style Than Substance?

by Cooley LLP on

Comp Committees appear to have gotten the message when it comes to executive pay for performance. As discussed in this article in the WSJ, executive compensation “is increasingly linked to performance,” but investors are now...more

Employment Law Navigator – Week in Review: June 2017

by Zelle LLP on

Last week, Uber announced that it had fired Anthony Levandowski, the former lead engineer for Google’s autonomous vehicle unit. Uber hired Levandowski to lead its efforts to develop a self-driving automobile. The firing...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Hoping to reverse recent years of struggles, J. Crew is bidding farewell to CEO Mickey Drexler (though he’ll stay on as chairman) in favor of West Elm’s James Brett....more

Corporate Law & Governance Update - June 2017

by McDermott Will & Emery on

Board Termination of the "Unethical CEO" - An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The...more

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

by Thomas Fox on

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...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

The Future of Takeover Regulation and Corporate Governance in the UK

On 19 April 2017, British Prime Minister Theresa May surprised the country by calling a snap general election for 8 June 2017. While much of the discourse relating to the election is focused on Brexit and normal political...more

Implementation Decree for the Say-on-Pay Provisions of the Loi Sapin II Adopted

by Jones Day on

Adopted on 8 November 2016, the Sapin II Act (Loi Sapin II) introduced a compulsory ex ante vote on remuneration policy and an ex post vote on the amount of remuneration received in accordance with the policy passed the...more

SEC Takes Action: Results of Under-Disclosing Executive Perks

by King & Spalding on

The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure...more

Blog: Are Lone-Insider Independent Boards Too Much Of A Good Thing?

by Cooley LLP on

At more than half of the companies in the S&P 1500, the CEO is the lone board insider, according to this study and the related article in the WSJ. Isn’t that a good thing? Maybe not, say the authors, whose study showed that...more

Blog: New Revenue Recognition Standard— Don’t Ignore The Impact On Compensation

by Cooley LLP on

At the recent Bloomberg BNA Conference on Revenue Recognition, a Deloitte partner observed that, to the extent that, in awarding compensation, companies use metrics that are keyed to revenue, the new revenue recognition...more

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

The House Financial Services Committee to Hold a Hearing on Financial CHOICE Act 2.0 this Wednesday – Here’s a Summary of...

by Dorsey & Whitney LLP on

While passage in the House seems likely, the Financial Choice Act may undergo significant changes before it may pass in the Senate. Here is a summary of certain governance and executive compensation provisions that are...more

Employment News - April 2017 #3

by Hogan Lovells on

Taking the long view – potential nine month restriction for broker upheld - In Tradition Financial Services Ltd v Gamberoni the High Court has upheld six month non-compete and non-solicitation covenants, despite...more

Cybersecurity Remains a Hot Topic for Boards in 2017

by Snell & Wilmer on

Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it...more

Top Board Concerns Heading into 2017 Remain a Hot Topic

by Snell & Wilmer on

Each year, a number of surveys and commentators describe and predict the trending topics of interest and importance to boards of directors in the for-profit and non-profit sectors. As we wrap up the first quarter of 2017, it...more

Blog: Is Relative TSR Still The Performance Metric Of Choice?

by Cooley LLP on

According to a just-released report from Equilar, an executive compensation and corporate governance data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

U.S. Senators Elizabeth Warren, Sherrod Brown, Robert Menendez and Brian Schatz requested that Inspector General Carl Hoecker investe Acting SEC Chairman Michael Piwowar in a letter dated March 29, 2017. The letter notes that...more

Public Companies Should Consider Shareholder Reapproval of Section 162(m) Performance Compensation Plans Approved in 2012

by Snell & Wilmer on

As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more

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Cybersecurity

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