News & Analysis as of

Executive Compensation Securities & Exchange Commission Disclosure Requirements

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

Blog: Will Pay-Ratio Disclosure Benefit Investors?

by Cooley LLP on

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

SEC Commissioner Addresses Prospects for CEO Pay Ratio

by Dorsey & Whitney LLP on

This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under...more

Securities and Governance Update – June 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this resource, which is designed to keep executives, corporate counsel and governance professionals apprised of...more

Companies Should Continue to Prepare for Pay Ratio Disclosure

The pay ratio disclosure rules adopted by the U.S. Securities and Exchange Commission (SEC) in August 2015 require proxy disclosure in 2018 for most registrants. These rules require the disclosure of the ratio of the median...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

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

"Key Takeaways: Corporate Governance Series — Key Trends in Executive Compensation, Employment Law and Compensation Committee...

On February 28, 2017, Skadden hosted a webinar titled “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The Skadden panelists were labor and employment law partner David Schwartz,...more

Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?

by Blank Rome LLP on

Conflict Minerals Rule - Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...more

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

The Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

SEC to Reconsider the Pay Ratio Rule

by Shearman & Sterling LLP on

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

Blog: Dodd-Frank Pay-Ratio Disclosure Rules To Be Reconsidered — Pencils Down For Now?

by Cooley LLP on

Today, Acting SEC Chair Michael Piwowar issued yet another statement directing the Corp Fin staff to revisit the pay-ratio disclosure rules. Of the non-bank related mandates imposed by Dodd-Frank, disclosures regarding...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Blog: Is There A Fix For Short-Termism?

by Cooley LLP on

Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, a...more

A Critical Assessment of the Reporting and Disclosure Rules Applicable to Executive Compensation

by McDermott Will & Emery on

On November 9, 2016 Andrew Liazos presented at the New York City Bar. He discussed innovative approaches used by public companies during the 2016 proxy season for disclosing executive compensation practices. Andrew addressed...more

Blog: A City Takes On CEO Pay It Considers “Disproportionate” — Will Others Follow Suit?

by Cooley LLP on

The NYT reports on an effort by one city to address income inequality by imposing a surtax on companies that pay their CEOs more than 100 times the median pay of their rank-and-file workers. According to the article, on...more

SEC Staff Issues Guidance on Pay Ratio Disclosure Rules

by Foley & Lardner LLP on

The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more

SEC Charges Issuer with Inadequate Segment Reporting

The SEC charged PowerSecure International, Inc. with matters related to inadequate segment reporting in a settled enforcement action. PowerSecure did not admit or deny the SEC’s findings. According to the SEC,...more

New SEC Staff Guidance on CEO Pay Ratio Disclosure Rules – Determining the Median Employee

by Latham & Watkins LLP on

Guidance clarifies how to determine the employee population and median employee for the ratio, though questions remain. The staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) has...more

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