Performance Based Equity Compensation
On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more
New Rule 14Ad-1 requires all institutional investment managers (i.e., including registered investment advisers that manage client assets-see below) that are 13F filers to report say-on-pay votes on the new version of Form...more
The SEC has adopted rule and form amendments requiring mutual funds, ETFs, and certain other registered funds (funds) to report more details about their voting of portfolio company proxies. ...more
The Securities and Exchange Commission (SEC) has proposed a new rule that would require an institutional investment manager to report annually on Form N-PX how it voted proxies relating to executive compensation matters...more
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory. Why then, when it...more
Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more
The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more
In this issue: - Delaware Legislature Adopts Amendments to Delaware General Corporation Law - Amendments to SEC Rules Regarding Broker Dealer Financial Responsibility and Reporting Requirements - FINRA...more
A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. For the first time, smaller reporting companies are subject, in 2013, to the stockholder advisory...more
Originally published in Business Law Today - May 2012. The JOBS Act springs from a belief that smaller companies are the engines of economic growth and job creation. In this view, the decline of the smaller company...more