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Securities & Exchange Commission Executive Compensation

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -

Brace for 2018: The SEC’s Pay Ratio Rule

The SEC’s Pay Ratio Disclosure Rule is unlikely to be repealed — public companies should plan to comply. Takeaways - •The Financial CHOICE Act, which aims to repeal the CEO pay ratio disclosure rule, is unlikely to...more

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

by Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Public Company Summer/Fall To-Do List: 5 Steps Toward CEO Pay Ratio Disclosure

by Latham & Watkins LLP on

US public companies should be preparing now to disclose their CEO pay ratios in 2018. For the 2018 proxy season, most public companies will be required to disclose the pay ratio between their CEO and the median compensated...more

Reminder on CEO Pay Ratio Disclosure for 2018

by Ropes & Gray LLP on

Beginning in 2018, most public companies will be required to include CEO pay ratio disclosure in their proxy statements. Despite efforts to repeal, delay or limit the implementation of the SEC’s pay ratio rule, it appears...more

Blog: Will Pay-Ratio Disclosure Benefit Investors?

by Cooley LLP on

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

What’s Happening with Pay Ratio Disclosures?

Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more

SEC Commissioner Addresses Prospects for CEO Pay Ratio

by Dorsey & Whitney LLP on

This week, during his opening remarks at the 2017 National Conference of the Society for Corporate Governance, SEC Commissioner Michael Piwowar remarked on prospects for repealing or delaying the CEO pay ratio rule. Under...more

Even If Enacted, The Choice Act May Not Repeal The SEC’s Pay Ratio Rule

by Allen Matkins on

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will “repeal” the Securities and Exchange Commission’s pay ratio rule....more

Securities and Governance Update – June 2017

by BakerHostetler on

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this resource, which is designed to keep executives, corporate counsel and governance professionals apprised of...more

Companies Should Continue to Prepare for Pay Ratio Disclosure

The pay ratio disclosure rules adopted by the U.S. Securities and Exchange Commission (SEC) in August 2015 require proxy disclosure in 2018 for most registrants. These rules require the disclosure of the ratio of the median...more

CEO Pay Ratio Rule – Start Preparing Now - Little Likelihood of Repeal or Delay of the CEO Pay Ratio Rule

by Fenwick & West LLP on

Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies. It appears, at least for now, that the CEO pay...more

Potential Impact of Financial CHOICE Act on Corporate Governance and SEC Reporting and Disclosure Requirements

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Hoping to reverse recent years of struggles, J. Crew is bidding farewell to CEO Mickey Drexler (though he’ll stay on as chairman) in favor of West Elm’s James Brett....more

SEC Charges CEO with Failing to Disclose Perks to Shareholders

by Dorsey & Whitney LLP on

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

SEC Takes Action: Results of Under-Disclosing Executive Perks

by King & Spalding on

The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

U.S. Senators Elizabeth Warren, Sherrod Brown, Robert Menendez and Brian Schatz requested that Inspector General Carl Hoecker investe Acting SEC Chairman Michael Piwowar in a letter dated March 29, 2017. The letter notes that...more

"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

Blog: SEC Committee Discusses Multi-Class Common

by Cooley LLP on

An interesting topic of discussion at a meeting last week of the SEC’s Investor Advisory Committee was “unequal voting rights of common stock” — the trend over the last decade (plus) for a small number of IPO companies,...more

Conflict Minerals Rule and Pay Ratio Rule… Are Changes Forthcoming?

by Blank Rome LLP on

Conflict Minerals Rule - Acting SEC Chairman Michael S. Piwowar issued a statement on January 31, 2017 directing the SEC staff to reconsider whether the 2014 Guidance is still appropriate and whether any additional...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 Demise of Pay Ratio Disclosures?

Dating back to their adoption in August 2015, as mandated by Dodd-Frank’s Section 953(b), the pay ratio rules have led a strange existence. For a while, companies generally ignored them because their effective date was so far...more

Reconsider the Ratio: SEC Acting Chair Calls Pay Ratio Rule into Question

Acting Chairman of the Securities and Exchange Commission Michael Piwowar recently told Bloomberg in an interview that, pending confirmation of President Trump’s successor for chair of the SEC, the commission was “not going...more

SEC to Reconsider the Pay Ratio Rule

by Shearman & Sterling LLP on

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

IRS Updates Golden Parachute Audit Guide

This is our first of many alerts during 2017 as the new administration signals the rollback of many regulations (e.g., fiduciary rules and pay ratio). We will keep you posted. In January 2017, the Internal Revenue...more

SEC to Reconsider Implementation of Pay Ratio Rule

Following on the heels of its announcement to reconsider implementation of the conflict minerals rule, SEC Acting Chairman Michael S. Piwowar has announced his intention to conduct a review of the Dodd-Frank pay ratio rule....more

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