News & Analysis as of

Executive Compensation Securities and Exchange Commission (SEC) Enforcement Actions

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Mayer Brown Free Writings + Perspectives

The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more

White & Case LLP

The SEC’s Settlement with Cloopen Demonstrates the Significant Benefits of Prompt Cooperation

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On February 6, 2023, the US Securities and Exchange Commission ("SEC") announced that it settled accounting fraud charges against Cloopen Group Holding Limited ("Cloopen" or the "Company"), a cloud-based communications...more

WilmerHale

Global Anti-Bribery Year-in-Review: 2023 Developments and Predictions for 2024

WilmerHale on

Publicly announced Foreign Corrupt Practices Act (FCPA) enforcement activity in 2023 did not return to the levels seen a few years ago, as indicated by both the total number of cases against corporate and individual...more

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...more

Davis Wright Tremaine LLP

Broker Dealer Regulatory Digest - December 2024

The following newsletter provides a roundup summarizing enforcement actions, guidance, rulemakings, and other public statements taken by a federal and/or state financial services regulatory agency, specifically focusing on:...more

Holland & Knight LLP

Executive Perks: A Hammer Finds Its Nail in SEC Settlement with Tool Company

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We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more

Mayer Brown Free Writings + Perspectives

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for...more

Mintz - Securities Litigation Viewpoints

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...more

Nutter McClennen & Fish LLP

Nutter Bank Report: September 2022

Headlines: ..OCC Publishes Security Standards for Video Teleconferencing With Agency Staff ..CFPB Imposes Civil Penalty and Customer Refunds for Authorized-Positive Overdraft Fees ..Treasury Department Recommends...more

Kramer Levin Naftalis & Frankel LLP

SEC Settlement Invokes Rarely Used Sarbanes-Oxley Act Provision Requiring Reimbursement of Incentive Compensation

Introduction - On Feb. 2, 2021, the Securities and Exchange Commission (SEC) issued a cease-and-desist order settling charges against the former CEO and CFO of WageWorks Inc. (WageWorks, or the Company), stemming from the...more

King & Spalding

Messages for Public Companies from the SEC’s Spate of September Enforcement Actions

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The United States Securities and Exchange Commission wrapped up its fiscal year on September 30, 2019 with a flurry of enforcement actions filed in the final weeks of the month. These cases will provide fodder for analysis...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - May 2018

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Pay equity advocates were undoubtedly disappointed that inaugural disclosure of the ratio of CEO pay to median employee pay fizzled. See, for example, here. CEO pay has, of course, been publicly disclosed forever; only the...more

Pillsbury Winthrop Shaw Pittman LLP

Avoiding SEC Enforcement with Perk Disclosure Audits by Legal Experts

Compensation committees should hire an independent legal expert to audit private jet and other perk disclosures on a privileged basis. Given the SEC’s increased focus on perk disclosure, companies should evaluate their...more

BCLP

Securities and Corporate Governance Update – August 2018

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This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition we review... ...more

Sheppard Mullin Richter & Hampton LLP

“Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for...

Last month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission...more

Fenwick & West LLP

SEC Imposes $1.75 Million Penalty Against Issuer for Using Wrong Standard for Disclosing Executive Perquisites

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The U.S. Securities and Exchange Commission announced on July 2, 2018, that The Dow Chemical Company had agreed to a cease and desist order and to pay a $1.75 million penalty for failing to disclose certain expenses as...more

Bass, Berry & Sims PLC

Recent SEC Enforcement Action Reminds Companies that Perquisite Disclosure Does Not Hinge on Business Purpose

Bass, Berry & Sims PLC on

On July 2, the SEC announced that The Dow Chemical Company agreed to settle charges related to the company’s inadequate perquisites disclosure in SEC filings by paying a civil penalty in the amount of $1.75 million, hiring an...more

Stinson - Corporate & Securities Law Blog

SEC Brings Enforcement Action for Inadequately Documented Perks but Does Not Impose Penalty

The SEC charged a biopharmaceutical company with committing a series of accounting controls and disclosure violations, including the failure to properly report as compensation millions of dollars in perks provided to its...more

Foley & Lardner LLP

SEC Issues Additional Guidance on CEO Pay Ratio Rule

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On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) released several items that provide additional guidance on the CEO Pay Ratio Rule (the “Rule”): (1) SEC interpretive guidance; (2) Revised pay...more

Dorsey & Whitney LLP

SEC Charges CEO with Failing to Disclose Perks to Shareholders

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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

Skadden, Arps, Slate, Meagher & Flom LLP

"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

Proskauer - Corporate Defense and Disputes

Ninth Circuit Holds That SOX Disgorgement of Incentive Compensation Does Not Depend on Executives’ Own Misconduct

The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more

Fenwick & West LLP

Baby You Can Drive My Car… Or Corporate Jet: SEC Scrutiny of Executive Compensation Perks Disclosures

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The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more

Fenwick & West LLP

Securities Litigation and Enforcement Newsletter

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In this our second edition of Fenwick’s Securities Litigation and Enforcement Newsletter, we continue to provide you with short insights about timely securities litigation and enforcement developments. This edition’s topics...more

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