Executive Compensation Securities & Exchange Commission Compliance

News & Analysis as of

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

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

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

SEC Proposes Pay-for-Performance Rules

The Securities and Exchange Commission has proposed for comment rules that would implement Section 953(a) of the Dodd-Frank Act. Section 953(a) added Section 14(i)(3) to the Securities Exchange Act of 1934 which directs the...more

Clawback Policies–What to Do?

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

Top Disclosure and Governance Tips for 2014

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

SEC proposed rules on CEO pay ratios: What employer benefits professionals need to know

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

What’s New for the 2014 Proxy Season

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

Corporate Communicator - Winter 2014

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

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

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

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

Division of Corporation Finance Releases New CDIs

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

Small Business Securities Bulletin - SEC Approves Nasdaq Rule Addressing Compensation Committees, Consultants

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

Executive Compensation and Corporate and Securities Alert: UPDATED-NYSE and Nasdaq Propose Rules Relating to Compensation...

This summary has been updated to reflect the amendment to the Nasdaq Proposed Rules now referenced in the third paragraph of the Overview below. Overview - On June 20, 2012, the Securities and Exchange Commission...more

Planning for the 2013 Annual Meeting 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

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

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

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

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