As noted in a prior post, both the New York Stock Exchange (“NYSE”) and Nasdaq have adopted listing standards that requires issuers to adopt compliant clawback policies by December 1, 2023. Adoption of such policies and/or...more
Last year, Superior Courts in Los Angeles County invalidated two California statutes requiring specific diversity mandates for California public company boards (Senate Bill 826 “SB 826” and Assembly Bill 979 “AB 979”). The...more
6/28/2023
/ Appeals ,
Board of Directors ,
Business Litigation ,
California ,
Corporate Governance ,
Diversity ,
Equal Protection ,
Fourteenth Amendment ,
Investors ,
Nasdaq ,
Publicly-Traded Companies ,
Quotas ,
Securities and Exchange Commission (SEC) ,
State Constitutions
On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board...more
9/8/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
As 2020 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. We are publishing our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
11/23/2020
/ Compensation & Benefits ,
Coronavirus/COVID-19 ,
Deferred Compensation ,
Employee Benefits ,
Employee Stock Purchase Plans ,
Equity Compensation ,
Executive Compensation ,
Incentive Stock Options ,
IRS ,
Proposed Regulation ,
Publicly-Traded Companies ,
Section 409A ,
Tax Cuts and Jobs Act
With the issues of social justice, systemic racism, bias and inequality drawing heighted attention since George Floyd’s killing, the passage of AB-979 makes California the first state to require public companies with their...more
As noted in a prior S&W Benefits Update, the spread of COVID-19 is impacting executive compensation programs in a meaningful way. Among other approaches, our update suggested that management and their corporate boards might...more
The spread of COVID-19 is having an unimaginable impact on all facets of life, including our economy. While executive compensation programs might not be the most pressing issue facing corporate boards right now, volatility in...more
As reported in prior blogs, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, uses a proprietary “Equity Plan Scorecard” approach to evaluate public company equity compensation plans and will...more
I’ve written a number of articles and blogs about some sticky issues that can surface in the context of setting pay for public company non-employee directors...
On March 6th the parties to the In re Investors Bancorp, Inc....more
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
12/26/2018
/ Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Final Rules ,
GAAP ,
MD&A Statements ,
Proposed Amendments ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
SASB ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders ,
Smaller Reporting Companies
On August 21, 2018, the IRS released Notice 2018-68 (“Notice”) providing its initial guidance on the Tax Cuts and Jobs Act (“Act”) transition rule for changes made to Section 162(m) of the Internal Revenue Code of 1986, as...more
9/13/2018
/ Contract Terms ,
Corporate Taxes ,
Covered Employees ,
Executive Compensation ,
Hiring & Firing ,
Initial Public Offering (IPO) ,
IRS ,
New Guidance ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act
I’ve stressed how important it is for public company executives and directors to stay apprised of developments in the director pay area, including developments/settlements of director pay lawsuits. Earlier this summer, the...more
The Tax Cuts and Jobs Act (the “Tax Act”) has significant implications for public company executive compensation plans for tax years beginning after December 31, 2017 and will likely have a considerable impact on the future...more
As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more
In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more
In response to the Delaware Chancery Court’s 2012 and 2015 decisions in Seinfeld v. Slager and Calma v. Templeton and Facebook’s 2016 settlement of Espinoza v. Zuckerberg, public companies that are adopting or amending...more
As 2015 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates....more
12/11/2015
/ Benefit Plan Sponsors ,
Deferred Compensation ,
Disclosure Requirements ,
Executive Compensation ,
FASB ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Private Equity ,
Publicly-Traded Companies ,
Section 409A ,
Year-End Planning
As reported in a prior blog post, public company employers that are adopting or amending equity-based compensation plans should consider adding a separate annual limit on director equity awards. In a recent Delaware Chancery...more
As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans. In a...more