Executive Compensation Packages – Interview with David Lagasse, Member, Mintz Levin
The Affordable Care Act & the Impact on the C-Suite – Interview with Alden Bianchi, Member, Mintz Levin
A Price Worth Paying?
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
On Friday, May 16th, HUD released compensation data from the 2013 Executive Compensation Survey, in which Public Housing Agencies (PHAs) were required to report salary information from their top 3 management officials and...more
Clawbacks have been around for more than a decade.
- Beginning in 2002, Sarbanes-Oxley required CEOs and CFOs to reimburse incentive or equity compensation received or profits from the sale of company securities during...more
On December 18, 2013 Governor Cuomo signed into law the Nonprofit Revitalization Act of 2013 (the “Revitalization Act”), Assembly Bill Number 8072; Chapter 549 of the Laws of 2013. Intended “to reduce unnecessary and...more
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more
The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more
On Sept. 18, 2013, the Securities Exchange Commission (“SEC”) issued long-awaited (and controversial) proposed rules regarding the disclosure of what is commonly referred to as the “CEO pay ratio.” This disclosure, which is...more
Amendment eliminates prohibition on the receipt of compensatory fees and aligns NASDAQ listing rules with NYSE standards.
On December 11, 2013, NASDAQ Stock Market LLC amended its listing standards relating to the...more
Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more
When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event...more
2014 ANNUAL MEETING SEASON -
Dear clients and friends,
We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed a proposal to amend its listing standards regarding compensation committee independence (the “Proposal”). The modifications would provide Nasdaq-listed companies...more
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
Top 10 Topics for Directors in 2014 -
U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year:
1. Oversee strategic planning amid...more
A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more
In this memorandum opinion denying defendants’ motion to dismiss, the Court of Chancery held that plaintiff alleged particularized facts showing a board of directors breached its fiduciary duty of loyalty by approving the...more
The SEC recently released new Compliance and Disclosure Interpretations (CDIs) on a variety of topics under the Securities Act, the Exchange Act and Regulation S-K. A brief summary of some of these new CDIs is presented...more
Implementing Executive Order 38 issued by Governor Cuomo early in 2012, thirteen New York State agencies have again released revised proposed regulations placing a limit on the funds that can be used for administrative...more
A periodic bulletin keeping small businesses informed about current developments in securities law and related matters.
Final Nasdaq Rule -
In our October 2012 Bulletin, we discussed The NASDAQ Stock Exchange LLC’s...more
This summary has been updated to reflect the amendment to the Nasdaq Proposed Rules now referenced in the third paragraph of the Overview below.
On June 20, 2012, the Securities and Exchange Commission...more
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
Many employment agreements, especially those for high-level executives, provide severance pay upon a change in control or a termination without cause, but only if the employee signs a release of claims. The IRS has noted that...more
Employers should review plans and agreements subject to Internal Revenue Section Code 409A before the end of 2012. That’s when transitional relief afforded by the Internal Revenue Service expires for deferred compensation...more
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
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
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