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Shareholders Disclosure Requirements Proxy Statements

Venable LLP

Delaware Court of Chancery Denies Preliminary Injunction Motion to Mandate a Stockholder's Nominees Stand for Election and Require...

Venable LLP on

The Delaware Court of Chancery has denied a preliminary, mandatory injunction motion to compel Ocean Power Technologies, Inc. ("Ocean Power") to permit one of its stockholders' nominees to stand for election at the next...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

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

Proskauer - Employee Benefits & Executive...

Option Grant Practices: A Trap for the Unwary – Spring-Loading and Bullet-Dodging

A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more

White & Case LLP

Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement

White & Case LLP on

Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more

A&O Shearman

2023 Proxy Season Quick Reference Guide

A&O Shearman on

The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Mayer Brown Free Writings + Perspectives

SEC Staff Provides New Universal Proxy Guidance

On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules.  These are included in the Staff’s Proxy Rules and...more

Holland & Knight LLP

Addressing Underwater Stock Options

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Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more

Goodwin

Public Companies: Time to Consider Repricing Underwater Stock Options?

Goodwin on

​​​​​​​Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more

Mayer Brown Free Writings + Perspectives

2023 US Proxy and Annual Reporting Season: Let the Preparations Begin!

With the calendar just turning to autumn, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual...more

Sheppard Mullin Richter & Hampton LLP

SEC Releases Pay Versus Performance Disclosure Requires For Public Companies

On August 25, 2022, the Securities and Exchange Commission adopted a pay versus performance rule in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a registrant to disclose, in...more

White & Case LLP

SEC Adopts Pay Versus Performance Disclosure Rules

White & Case LLP on

On August 25, 2022, the Securities and Exchange Commission (the "SEC") adopted new rules implementing the pay versus performance disclosure mandated by Congress in the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Pay-for-Performance Rules

On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules on the correlation between executive pay and company performance (pay-for-performance). As discussed in our previous client alert,...more

Womble Bond Dickinson

SEC Adopts Pay for Performance Rules

Womble Bond Dickinson on

​​​​​​​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

Keating Muething & Klekamp PLL

Pay for Performance Rules Finally Here—What You Need to Know

At long last, on August 25, 2022, the Securities and Exchange Commission adopted the pay versus performance disclosure requirements directed by the Dodd-Frank Act over twelve years ago. The surprise rulemaking action is...more

Stikeman Elliott LLP

Proxy Season 2022: Considerations for Better Disclosure

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Proxy season is once again upon us! When preparing proxy materials in 2022, issuers should focus on meaningful engagement with shareholders and integrating environmental and social disclosure into their circulars and other...more

Skadden, Arps, Slate, Meagher & Flom LLP

Annual Meeting Filing and Disclosure Reminders

As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more

A&O Shearman

2022 Proxy Season Quick Reference Guide

A&O Shearman on

The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

White & Case LLP

In Another Win for Shareholders, SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

White & Case LLP on

In a win for activist shareholders, on November 17, 2021, the SEC voted to adopt final rules requiring the use in contested director elections of domestic issuers of "universal proxy cards," or proxy cards naming all director...more

BCLP

2022 Proxy Season - Quick Hits

BCLP on

Considerations for companies planning for next proxy season should include the following: Risk Factors - ..As discussed in our July 13 post, consider current hot topics, including COVID risks, labor market...more

White & Case LLP

Key Considerations for the 2020 Annual Reporting and Proxy Season

White & Case LLP on

This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season. Section I of this memo describes our...more

Stinson - Corporate & Securities Law Blog

Court Abrogates Disclosure Settlement Related to Merger Transaction

In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG.  The plaintiffs in these cases sued Akorn and...more

Pillsbury Winthrop Shaw Pittman LLP

Winning Say-on-Pay: Top Ten Executive Compensation Proxy Tips For 2019

Routine and pro forma executive compensation disclosures miss critical opportunities to bolster shareholders’ support. These tips can help improve your proxy going into 2019 spring shareholder meetings. Companies should...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

Snell & Wilmer

Corporate Communicator - Winter 2018-2019

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SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

Proskauer - Tax Talks

Division of Corporate Finance Releases Updated C&DIs

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On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the...more

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