Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to insider trading arrangements and related disclosures. Among other things, the final rules require new issuer disclosures...more
The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more
On September 27, 2023, the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Corp Fin) issued nine new Compliance and Disclosure Interpretations (CDIs) regarding pay versus performance...more
On December 14, 2022, the Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements to address what it viewed as potentially abusive practices associated with Rule 10b5-1 plans,...more
Those who want to see what the large-company mainstream is doing on comp disclosure might be interested in a recent report, Observations from S&P 500 Pay-Versus-Performance Disclosures, from comp consultant FW Cook & Co. ...more
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more
2022 was a busy year in rulemaking for the Securities and Exchange Commission (SEC). As a result, there are many new disclosure requirements for companies to keep top of mind as they work through this year’s annual report,...more
On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more
For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
On August 25, 2022, the Securities and Exchange Commission (the SEC) adopted new provisions under Item 402 of Regulation S-K, 17 CFR 229.402(v) (the "Pay Versus Performance Rule" or "New Item 402(v)") mandating certain...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
In the years following the banking and financial crisis of 2008, there was a particular focus by the media and lawmakers on CEOs and other executives collecting hundreds of millions of dollars in compensation. In response,...more
On August 25, the SEC adopted rule amendments that require registrants to disclose, in proxy or information statements in which executive compensation disclosure is required, information showing the relationship between...more
Overview - On 25 August 2022, the Securities and Exchange Commission adopted final rules (Final Rules) implementing the “pay versus performance” disclosure requirement set forth in the Dodd-Frank Wall Street Reform and...more
Pay versus performance rules will be in effect for companies’ 2023 proxy statements, more than a decade after Dodd–Frank became law. Our Securities Group breaks down what the rules require and how fast companies need to move...more
On August 25, the SEC adopted rules implementing the pay for performance disclosure mandated by the Dodd-Frank Act. The rules, originally proposed in 2015 and subject to a reopened comment period earlier this year,...more
Who reads those things? It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more