News & Analysis as of

Executive Compensation Compliance

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

Corporate Law & Governance Update - March 2017

by McDermott Will & Emery on

Executive Compensation Developments - The general counsel should anticipate questions from the board and its executive compensation committee from recent media coverage of executive compensation (especially in the...more

"Department of Labor Issues Guidance on Conflicts of Interest Rule"

The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which...more

When the Compliance Counsel Speaks, CCOs Should Listen

by Thomas Fox on

I was recently having breakfast with a colleague and we were discussing the Department of Justice’s (DOJ) Compliance Counsel Hui Chen and what we believe to be the positive impact she has had on the compliance community,...more

May the Fourth Be With You – The Norwegian Sovereign Wealth Fund Awakens to Good Corporate Governance

by Thomas Fox on

May 4th is universally recognized (at least in the universe I inhabit) as Star Wars Day. According to Wikipedia, “May 4 is called Star Wars Day because of the popularity of a common pun spoken on this day. Since the phrase...more

What's Market? Update: Securities

by Goulston & Storrs PC on

Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more

The Challenge of Hiring Anti-Bribery Compliance Leaders

A few weeks ago I had the pleasure of meeting Maurice Gilbert, Managing Partner of Conselium Executive Search in Dallas. I have been a contributor to his other organization, Corporate Compliance Insights for quite some time,...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

by Perkins Coie on

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Alert: SEC Adopts Final Pay-Ratio Rule

by Cooley LLP on

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

SEC Adopts Pay Ratio Rules

by BakerHostetler on

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

The Boss Makes HOW much more than me? SEC Issues Final Pay Ratio Rule

On August 5, 2015, the Securities and Exchange Commission approved its final rule subjecting most public companies to the so-called “Pay Ratio Disclosure” mandated by the 2010 Dodd-Frank Wall Street Reform and Consumer...more

SEC Adopts Final Pay Ratio Rule

by Stinson Leonard Street on

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

"SEC Adopts CEO Pay Ratio Disclosure Requirements"

On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more

SEC Issues Final Rule on Pay Ratio Disclosure

by Ballard Spahr LLP on

Nearly two years after issuing the proposed rule, the U.S. Securities and Exchange Commission (SEC) on August 5, 2015, adopted by a 3-2 vote, the final rule on CEO-to-median employee pay ratio disclosure in what has become...more

Dodd-Frank at 4: Where do we go from here?

by Morrison & Foerster LLP on

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act...more

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

by Cooley LLP on

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

SEC Proposes Clawback Rule for Executive Compensation

by Stinson Leonard Street on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

Ethikos Feature – Does Compliance Need More “Darkside”?

Since my release from the Federal Prison Camp in December 2013, I have been observing many different perspectives in the compliance discourse that have broadened my own understanding of “compliance.” From the fields of law,...more

2015 Hot Topics for Multinational Companies

by Littler on

As we enter the New Year, Littler's international practice has identified a number of key employment and labor law issues for multinational companies (MNCs). The past year has brought to the fore some challenging issues...more

Top 10 Topics for Directors in 2015

In this issue: - Strategic Planning Challenges - Cybersecurity - Assess the Impact of Advances in Technology and Big Data - Shareholder Activism - The Return of M&A - Risk...more

Financial Regulatory Developments Focus - September 2014 #4

by Shearman & Sterling LLP on

In this issue: - Derivatives - Compensation - Bank Prudential Regulation & Regulatory Capital - Recovery & Resolution - Credit Ratings - Financial Services - Consumer...more

An Epic Question: Is This Pay Ratio Too Large, Too Small or Just Right?

by Allen Matkins on

California’s corporate tax rate is currently 8.84%. According to the California Taxpayer’s Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have...more

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