Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more
Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
12/8/2021
/ Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Hart-Scott-Rodino Act ,
Insider Trading ,
MD&A Statements ,
Proxy Advisors ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His...more
7/7/2021
/ Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Financial Regulatory Reform ,
Form S-8 ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 701 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder...more
10/25/2018
/ Board of Directors ,
Corporate Governance ,
Executive Compensation ,
Micromanagement ,
New Guidance ,
No-Action Relief ,
Ordinary Business Exception ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
8/3/2018
/ Amended Rules ,
Board of Directors ,
Corporate Issuers ,
Corporate Officers ,
Disclosure Requirements ,
Employee Stock Purchase Rights ,
Equity Compensation ,
Executive Compensation ,
Financial Statements ,
Form S-8 ,
Offerings ,
Private Offerings ,
Public Comment ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Rule 701 ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Stock Options ,
Threshold Requirements
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more
12/4/2017
/ Annual Meeting ,
Auditors ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Pay Ratio ,
Proxy Access ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more
11/21/2017
/ Board of Directors ,
Climate Change ,
Director Compensation ,
Diversity ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Pay-for-Performance ,
Pledges ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Shareholder Rights ,
Shareholder Votes ,
Special Purpose Acquisition Companies (SPACs)
On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the Division of Corporation...more
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
6/12/2017
/ Clawbacks ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial CHOICE Act ,
Pending Legislation ,
Proxy Advisory Firms ,
Repeal ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Trump Administration
The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...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
12/8/2016
/ Annual Meeting ,
Annual Reports ,
Audit Committee ,
Board of Directors ,
Corporate Executives ,
Corporate Governance ,
Director Nominations ,
Diversity ,
Dodd-Frank ,
Executive Compensation ,
FASB ,
Non-GAAP Financial Measures ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Resource Extraction ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more
Public companies should start preparing for the new executive compensation disclosures mandated by the Dodd-Frank Act as the Securities and Exchange Commission (SEC) moves to complete these rulemakings in the next year. The...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
12/12/2015
/ Annual Meeting ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Proxy Voting Guidelines ,
Reporting Requirements ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On August 5, 2015, in a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing the controversial “CEO pay ratio” disclosure requirements that were proposed in 2013 and mandated by...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) proposed new rules that would require companies to disclose the relationship between the compensation actually paid to named executive officers (NEOs) and...more
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
12/9/2014
/ Annual Meeting ,
Bylaws ,
Conflict Mineral Rules ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Executive Compensation ,
Fee-Shifting ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
In This Issue:
- Incorporate lessons from 2013 say-on-pay results
- Prepare for new Form SD (Specialized Disclosure) filing requirements
- Ensure compliance with revised listing standards related to compensation...more
12/10/2013
/ Audits ,
Board of Directors ,
Compensation Committee ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Form SD ,
Forum Selection ,
Internal Revenue Code (IRC) ,
Pay Ratio ,
PCAOB ,
Say-on-Pay ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Shareholders
The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act.
The proposed rules would require many SEC reporting companies to publicly disclose the...more
The SEC, by a 3-2 vote, proposed rules to implement the “CEO pay-ratio” disclosure requirements under the Dodd-Frank Act. The proposed rules would require certain SEC reporting companies to publicly disclose...more