Executive Compensation Securities & Exchange Commission

News & Analysis as of

"SEC Proposes New Rules for Pay-Versus-Performance Disclosure"

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more

SEC Proposes “Pay-Versus-Performance” Disclosure Rules

On April 29, the Securities and Exchange Commission (SEC) proposed new “pay-versus-performance” disclosure rules to implement one of the last two remaining executive compensation requirements mandated by the Dodd-Frank Wall...more

Executive Compensation Alert: SEC Proposes Pay Versus Performance Rules

The Securities and Exchange Commission (the “SEC”) has proposed new rules required by Section 953(a) of the Dodd-Frank Act that would require companies to disclose the relationship between compensation actually paid to...more

Corporate & Financial Weekly Digest - Volume X, Issue 17

In this issue: - SEC Proposes New Pay-for-Performance Rules - NASAA Launches a Streamlined Filing Process for Form D - CFTC Proposal Eases Trade Option Obligations for Non-SD/MSP Counterparties -...more

SEC Announces Pay Versus Performance Proposal

On April 29, 2015, the Securities and Exchange Commission announced the long-awaited proposal to disclose the relationship between executive pay and a company’s financial performance (the Pay to Performance Proposal)....more

SEC Proposes “Pay-Versus-Performance” Rules

On April 29, 2015, the SEC issued its long-awaited “pay-versus-performance” rule proposal. The rules would add a new paragraph (v) to Item 402 of Regulation S-K. In short, the proposed rules would require a new table...more

SEC Proposes New Pay versus Performance Disclosure Rules

On April 29, 2015, the United States Securities and Exchange Commission (SEC) voted three-to-two to propose new rules that would prescribe new mandatory Pay versus Performance disclosure. The new disclosure would include...more

SEC Proposes Rules to Require Disclosure Regarding the Relationship Between Executive Pay and Company Financial Performance

On April 29, the Securities and Exchange Commission published proposed rules that would require companies to disclose the relationship between executive compensation and the financial performance of the company, as well as...more

The SEC Doesn’t Love Secret Perks for Executives

If you find yourself as the CEO of a public company, you’ll probably find pluses and minuses. You’ll have to work really hard, but it can be lucrative, too. You can get paid a lot of money. And your company can pay you...more

Governance & Securities Law Focus: Asia Edition - April 2015

In this issue: - SEC Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - Executive Compensation & Employee Benefits Developments - Adoption of...more

Chair White’s Testimony on SEC Initiatives

In testimony today, Chair White provided a brief update on various rulemaking initiatives. She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement...more

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

Mid-Cap Governance Roadshows Trending Upward

It has been interesting to watch the evolution of governance roadshows from relative obscurity only a few years ago to standard practice, at least among large-cap public companies. The catalyst was the early-2011 adoption of...more

Blog: Companies Take Clawbacks Into Their Own Hands — Ouch, Is It Always A Good Thing?

As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions....more

Governance & Securities Law Focus: Latin America Edition - February 2015

In this issue: - SEC and NYSE Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - Executive Compensation & Employee Benefits Developments -...more

Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

Academics in Hong Kong have found that companies that have adopted executive compensation clawback provisions tend to substitute one type of earnings manipulation for another, and that this trend is more pronounced in...more

Governance & Securities Law Focus: Asia Edition, January 2015

In this issue: - Japan Releases Exposure Draft of New Corporate Governance Code - Launch of Shanghai-Hong Kong Stock Connect - SEC and NYSE Developments - Noteworthy US Securities Law Litigation...more

Preparing for the 2015 Proxy Season

Similar to last year, 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

Blog: How Many Hours Does It Take To Create Pay-Ratio Rules?

The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank....more

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

Delay in Dodd-Frank Executive Compensation Rules

The Securities and Exchange Commission recently indicated that further rule-making would not likely occur until October of 2015 with respect to....more

The Next Wave of Proxy Access Proposals: What Issuers Should Know and How They Can Prepare

The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more

If Fee-Shifting Bylaws Are Ever Put On Trial, This Case Should Be Exhibit A

Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more

SEC Obtains Settlement for Violations of Registration Rules and “Layering”

The Securities and Exchange Commission recently announced a settlement with two brokerage firms and certain of their executives for improper compensation-sharing and “layering,” a strategy in which a trader places and later...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

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