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

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 Hot List: 2017 proxy season trends and action items

As we enter 2017, we want to bring to your attention a few items that we believe will play a prominent role in the upcoming 2017 proxy season. In 2016, as we had predicted, proxy access was the foremost hot topic,...more

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

Securities and Governance Updates – January 2017

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...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

Corporate Communicator - 2017 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...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

Financial Services Weekly News - December 2016

Editor's Note - OCC to Move Forward with Federal FinTech Charter. In a development foreshadowed in the April 6, June 29 and September 14 editions of the Roundup, on December 2, the Office of the Comptroller of the...more

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

Financial Services Weekly News - November 2016 #4

Editor's Note - Potential CFPB Reform in the Wake of the Election. The November 16 edition of the Roundup indicated that the Financial CHOICE Act (Act) may be a blueprint for legal changes affecting the financial...more

ISS Announces 2017 Benchmark Policy Updates

ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below. Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more

Trump and the Repeal of Dodd-Frank

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe. Take, for instance, the...more

In Case You Missed It - Interesting Items for Corporate Counsel - November 2016

Wow. Goodness knows what changes might start flowing after January 20, or how quickly repeal of Dodd-Frank will be proposed. Just for fun, here are two law-related predictions: - Senator Warren’s nutty call to remove...more

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

Blog: Investors Challenge Fund Managers On Say-On-Pay Vote Practices

Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation...more

Blog: Nasdaq Proposes “Golden Leash” Disclosure, But Will It Prohibit The Practice?

At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more

SEC Grants No-Action Relief on Proxy Access Proposals

Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more

Preparation for 2015 Fiscal Year-End SEC Filings and 2016 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

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