Compensation Committee

PCAOB, Auditors And Executive Compensation

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/9/2013

The Public Company Accounting Oversight Board, or PCAOB, has reproposed a new auditing standard, Related Parties, and certain other amendments to its standards. Overall, the reproposal is directed at detecting material...more

First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules

by Paul Bork, Dean Hanley | Foley Hoag LLP on 5/9/2013

As noted in our Securities Alert dated October 9, 2012, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) proposed rule changes to their respective listing standards affecting public company boards of...more

Resources To Update Comp Committee Charter Requirements By July 1

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 5/3/2013

As most listed public companies know, as a result of the Dodd-Frank Act, the stock exchanges have adopted rules regarding the independence of compensation committees and their advisers. NASDAQ and the NYSE require the first...more

Deadline Approaches for Amending Compensation Committee Charters

by Stephen Farrell | Morgan Lewis on 4/16/2013

Companies must comply with certain final NYSE and NASDAQ listing rules by July 1. By July 1, affected companies must comply with recent amendments to the listing rules of the New York Stock Exchange (NYSE) and the...more

SEC Approves NYSE and NASDAQ Revised Listing Rules Regarding the Independence of Compensation Committees and Their Advisers

by Proskauer Rose LLP on 3/6/2013

Amendments to the stock exchange listing rules governing compensation committee independence were finalized recently, as the U.S. Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and the NASDAQ...more

NYSE and Nasdaq Adopt Listing Standards for Compensation Committees and Compensation Advisers

by Wilson Sonsini Goodrich & Rosati on 3/4/2013

Overview - Last month, the Securities and Exchange Commission (SEC) approved amendments to the listing standards of The New York Stock Exchange (NYSE) and The Nasdaq Stock Market (Nasdaq) to implement Rule 10C-1...more

SEC Commissioner Gives Speech On Proxy Disclosure

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 3/1/2013

SEC Commissioner Luis A. Aguilar recently gave a speech setting forth his views on proxy disclosure. Some of the more interesting points were...more

Public Company Adviser - February 2013: New Listing Standards Affect Compensation Committees

by King & Spalding on 2/28/2013

In January 2013, the Securities and Exchange Commission approved new NYSE and Nasdaq listing standards addressing the independence of compensation committees and their advisers. In this edition of the Public Company...more

SEC Approves New Corporate Governance Listing Standards for Compensation Committees and Advisers

by Christina Chan, Ryan York | Davis Wright Tremaine LLP on 2/28/2013

On Jan. 11, 2013, the Securities and Exchange Commission (the “SEC”) approved amended corporate governance listing standards for the New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market (the “Nasdaq”). The amended...more

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

by Penny Somer Greif | Ober|Kaler on 2/22/2013

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

Independence of Compensation Consultants – Looking Forward and Backward

by Robert Morris | Reed Smith on 2/21/2013

On January 11 2013, the Securities and Exchange Commission approved rule changes proposed by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“Nasdaq”), adding new requirements for consultants retained by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

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

New NYSE Listing Standards Applicable to Compensation Committees and Advisers Now Final

by Todd Pfister, Mark Plichta, Patrick Quick, Aubrey Refuerzo | Foley & Lardner LLP on 2/18/2013

On January 11, 2013, the SEC approved new listing standards regarding independence requirements for compensation committees and compensation advisers of New York Stock Exchange (NYSE) listed companies. The NYSE initially...more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

SEC Approves NYSE and Nasdaq Independence Standards for Compensation Committees and Advisers

by Susan P. Serota, Brian Wong | Pillsbury Winthrop Shaw Pittman LLP on 2/11/2013

New listing standards for publicly traded companies require board compensation committees composed of directors that satisfy new independence standards by the first annual meeting after January 15, 2014, or, if earlier,...more

SEC Approves Final NYSE and NASDAQ Compensation Committee Rules

by Linda Griggs, Albert Lung, David Sirignano | Morgan Lewis on 2/5/2013

Companies are required to comply with certain of the new listing standards relating to compensation adviser independence by July 1, 2013. On January 11, 2013, the Securities and Exchange Commission (SEC) approved...more

Changes To D&O Questionnaires To Implement NYSE And Nasdaq Compensation Committee Independence Rules

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 2/4/2013

Both the NYSE and Nasdaq stock exchanges are requiring most issuers to have independent compensation committees by the earlier of their first annual meeting after January 14, 2014, or October 14, 2014. ...more

Examples Of Disclosures Regarding Conflict Free Compensation Advisors

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 2/1/2013

New S-K Item 407(e)(3)(iv) provides that if any compensation consultant has played a role in determining or recommending the amount or form of executive and director compensation, and the consultant’s work has raised any...more

Law Firm Disclosures Under Stock Exchange Compensation Committee Independence Requirements

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/30/2013

The NYSE and Nasdaq have recently adopted rules which will require compensation committees to consider certain enumerated factors before selecting, or receiving advice from, a compensation consultant, legal counsel or other...more

SEC Approves NYSE and NASDAQ Rules on Compensation Committees and Advisers

by Rory Donald, Craig D. Miller | Manatt, Phelps & Phillips, LLP on 1/30/2013

The Securities and Exchange Commission has approved new listing requirements promulgated by the New York Stock Exchange and the NASDAQ Stock Market relating to the composition and oversight provided by compensation...more

Executive Compensation and Corporate and Securities Alert: SEC Adopts NYSE and Nasdaq Rules Relating to Compensation Committees...

by Gerald Audant, Grace Chen, Sofia Chesnokova, Elizabeth Gartland, Shawn Lampron, Blake Martell, Marshall Mort, Adriana Sherwood, Scott P. Spector | Fenwick & West LLP on 1/30/2013

On January 11, 2013 the Securities and Exchange Commission ("SEC") approved the equity listing standards proposed by the NYSE and Nasdaq, as amended1 regarding compensation committee independence criteria and compensation...more

SEC Approves Exchanges’ Proposed Rules for Compensation Committees and Their Advisers

by Marques Matthews, David S. Rosenthal | Dechert LLP on 1/29/2013

The U.S. Securities and Exchange Commission (“SEC”) formally approved several new listing rules proposed by NASDAQ and the NYSE on January 11, 2013. The new listing rules are designed to bring the listing standards of each...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

by Michael D. Redondo | Holland & Knight LLP on 1/29/2013

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

SEC Approves Nasdaq and NYSE Listing Standards Related to Compensation Committees and Advisers

by Miriam R. Sowinski | Holland & Knight LLP on 1/29/2013

On January 11, 2013, the Securities and Exchange Commission (SEC) issued final orders approving The NASDAQ Stock Market (Nasdaq) and the New York Stock Exchange (NYSE) proposed listing standards relating to compensation...more

NYSE and NASDAQ Listing Standards for Compensation Committees and Compensation Advisers Approved By SEC

by Sandra Cohen, James Lurie, Andrew MacDougall | Osler, Hoskin & Harcourt LLP on 1/29/2013

On January 11, 2013, the U.S. Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and the NASDAQ Stock Market’s (NASDAQ) listing standards relating to the independence of compensation...more

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