News & Analysis as of

Shareholders Dodd-Frank Wall Street Reform and Consumer Protection Act Securities and Exchange Commission (SEC)

McNees Wallace & Nurick LLC

Bond Issue Fundamentals: A Guide to the Participants and the Process - Updated

A bond issue (a debt obligation of a local government) is often perceived as a mystery for many Pennsylvania local government officials and solicitors. The securities and tax regulations governing municipal bonds have grown...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Paul Hastings LLP

SEC Adopts Rules Enhancing Short Sale Disclosures

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On October 13, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules requiring the reporting and disclosure of short sale trade data information. New Rule 13f-2 implements new obligations on...more

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

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Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more

Katten Muchin Rosenman LLP

SEC Adopts Mandatory Rules for Clawing Back Incentive-Based Compensation: Questions and Answers for Public Companies and Best...

On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more

Paul Hastings LLP

SEC Adopts Executive Compensation Clawback Rules

Paul Hastings LLP on

On October 26, 2022, the Securities and Exchange Commission (the “Commission”) adopted final rules implementing its Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), mandate of directing...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Clawback Rules

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more

Dickinson Wright

New Disclosure Requirements for the 2023 Proxy Season

Dickinson Wright on

Looking ahead to the upcoming 2023 proxy season, the U.S. Securities and Exchange Commission (“SEC”) has adopted new compensation disclosure obligations that will require significant thought, preparation, and lead time. These...more

Mintz - Securities & Capital Markets...

SEC Adopts Pay Versus Performance Compensation Disclosure Requirements

On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted rules that amend Item 402 of Regulation S-K to require reporting companies to disclose information detailing the relationship between a company’s...more

Proskauer - Employee Benefits & Executive...

Practical Considerations for New Pay vs. Performance Disclosure Requirement

The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive...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

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for August 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Bradley Arant Boult Cummings LLP

SEC Adopts New Pay Versus Performance Disclosures

On August 25, 2022, the Securities and Exchange Commission adopted pay versus performance disclosure rules originally mandated by the Dodd-Frank Act 12 years ago. These rules require public companies to disclose the...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

Latham & Watkins LLP

SEC Imposes Expansive New “Pay Versus Performance” Disclosure Requirements on Public Companies

Latham & Watkins LLP on

The new rules significantly expand required disclosure of the relationship between executive compensation and performance metrics, effective for the 2023 proxy season. ...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

Proskauer - Whistleblower Defense

SDNY: SOX Whistleblower Protections Extend to Investors

On July 21, 2021, the U.S. District Court for the Southern District of New York held that the whistleblower protections established in SOX are not restricted to employee whistleblowers, but also extend to shareholders.  SEC...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

2020 Compensation Committee Handbook

Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...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

Mintz

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

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As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Sheppard Mullin Richter & Hampton LLP

The Numbers Don’t Lie: The SEC Pursues a More Streamlined Enforcement Agenda

One of the most eye-catching items in the recently released 2017 Annual Report of the Enforcement Division of the Securities and Exchange Commission (SEC or the Commission) is the significant decline in enforcement activity...more

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