Proxy Statements

News & Analysis as of

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

SEC Adopts “Pay Ratio” Disclosure Rule

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

SEC Adopts Final Rules Requiring Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission adopted final rules mandating pay ratio disclosures pursuant to Section 953(b)(1) of the Dodd Frank Wall Street Reform and Consumer Protection Act. The rules add a new...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Companies are required to disclose the ratio of median employee annual total compensation to CEO annual total compensation starting in the 2018 proxy season; foreign private issuers, emerging growth companies and smaller...more

Hill Int’l, Inc. v. Opportunity Partners L.P., No. 305, 2015 (Del. July 2, 2015)

In this opinion, the Delaware Supreme Court affirmed the Court of Chancery’s entry of an injunction, barring appellants Hill International, Inc.’s (“Hill”) from conducting any business at its June 9, 2015 Annual Meeting,...more

SEC Adopts CEO Pay Ratio Rule

Last week, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, adopted the final CEO pay ratio rule, which was initially proposed by the SEC in September 2013, and originally mandated by Congress under Section...more

SEC Finalizes CEO Pay-Ratio Rule with Delayed Effective Date

On Aug. 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule implementing the CEO pay-ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more

SEC Narrowly Adopts Contentious CEO Pay-Ratio Rule

On August 5, 2015, in a 3-2 vote, the Securities and Exchange Commission (“SEC”) adopted a long-awaited and contentious rule that requires most public companies to disclose the ratio of their CEO’s annual pay as compared with...more

New Compensation Disclosures for Public Companies

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

SEC Adopts Final Pay Ratio Rule

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

SEC Finalizes the CEO Pay Ratio Rule – Additional Executive Compensation Disclosure for Public Companies Beginning in 2017

On August 5, by a vote of 3-to-2 with the SEC Commissioners voting along party lines, the SEC approved the final rule to implement the requirements of Section 953(b) of the Dodd-Frank Act, which instructed the SEC to amend...more

Third Circuit Opinion Raises Uncertainty for the Ordinary Business Exclusion in Shareholder Proposals

On July 6, 2015, the U.S. Court of Appeals for the Third Circuit issued its opinion in Trinity Wall Street v. Wal-Mart Stores, Inc. The holding permitted Wal-Mart Stores, Inc. ("Wal-Mart") to exclude a shareholder proposal...more

Notice of Stockholder Meeting Required to Enforce Advance Notice Bylaws

Advance notice bylaws, requiring stockholders to give a corporation timely notice of their nominees to the board before a stockholder meeting for the election of directors, are a proper corporate governance tool. The purpose...more

SEC Adopts Final Pay Ratio Rule – A Comprehensive Summary

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

New SEC And PCAOB Proposals Related To Audit Committee Disclosure And Audit Quality

OVERVIEW - On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a concept release relating to its audit committee reporting requirements. This release references two Public Company Accounting Oversight...more

SEC Proposes Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (“SEC”) proposed long-awaited rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring the national securities exchanges to...more

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

Court of Appeals for Third Circuit Overturns District Court Ruling Regarding Exclusion of Shareholder Proposal From Proxy...

On July 6, the United States Court of Appeals for the Third Circuit issued an opinion overturning the November 2014 ruling of the United States District Court for the District of Delaware that Wal-Mart Stores, Inc. had...more

Blog: Some Notes From The SEC’s Investor Advisory Committee Meeting

Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact of momentum on the season. For example, proxy access proposals certainly had the Big Mo...more

Who is responsible for risk? As we continue to untangle the impact of the financial crisis, companies are finally asking who...

Prior to the financial crisis, risk management was often a box-ticking exercise of little or no interest to executives. Since then, however, it has climbed to the top of the boardroom priority list. The fall of Lehman...more

Financial Services Weekly News Roundup - June 2015 #4

Regulatory Developments - Client Alert: SEC Proposes Pay for Performance Rules: Goodwin Procter’s Capital Markets practice has issued a Client Alert on the SEC’s proposed rule that would require most public...more

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