News & Analysis as of

"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?

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

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?

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

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?

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

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?

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

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

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

New CDIs Help Issuers With Pay Ratio Disclosure, A Little

On October 19th, the SEC released five new Compliance and Disclosure Interpretations (“CDIs”) relating to the upcoming “Pay Ratio Disclosure” requirements in Item 402(u) of Regulation S-K. Item 402(u) Pay Ratio Disclosure...more

Pay Ratio Disclosure Guidance from the SEC (and a Reminder)

As everyone knows by now, the SEC adopted new pay ratio disclosure rules in August 2015. The good news back then was that the rules are effective for compensation during the first fiscal year beginning on or after January 1,...more

SEC Issues Guidance on Pay Ratio Disclosure Rule

On October 18, 2016, the Division of Corporation Finance of the Securities and Exchange Commission issued five new compliance and disclosure interpretations (C&DIs) regarding the pay ratio disclosure rule, which will require...more

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more

"SEC Staff Issues Interpretive Guidance on Pay Ratio Rules"

On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

SEC Requests Comment on Corporate Governance, Management and Security Holder Matters

The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more

Blog: SEC Requests Comment On Non-Financial/Non-Business Items In Reg S-K

The SEC has posted a request for comment on some of the Reg S-K disclosure requirements that were not specifically covered in the Reg S-K Concept Release, issued earlier this year (see this PubCo post), which assessed the Reg...more

SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Payments to Directors

New Nasdaq Rule 5250(b)(3) is a result of increased activist shareholder efforts to place representatives on public company boards of directors. During the past several years, activist shareholders have sought to nominate...more

SEC Approves NASDAQ “Golden Leash” Rules

Recently, the U.S. Securities and Exchange Commission (the “SEC”) approved NASDAQ’s new Rule 5250(b)(3), which requires NASDAQ-listed companies to publicly disclose any cash or non-cash payments made by third parties to any...more

SEC Approves Nasdaq’s Proposed Rule on Third Party Payments to Directors and Director Nominees – The “Golden Leash” Disclosure

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to...more

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