On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more
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
9/7/2022
/ Corporate Counsel ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
New Rules ,
Pay-for-Performance ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more
5/16/2022
/ Board of Directors ,
Compliance ,
Corporate Counsel ,
Financial Markets ,
Investment ,
Investors ,
Nasdaq ,
NYSE ,
Proxy Advisors ,
Publicly-Traded Companies ,
Qualified Restricted Stock Units (RSUs) ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Options ,
Stocks ,
Taxation ,
Tender Offers
To address what the SEC characterizes as "critical gaps" in its insider trading regime, on December 15, 2021, the Securities and Exchange Commission (the "SEC") voted unanimously to propose amendments to Rule 10b5-1 under the...more
12/23/2021
/ Disclosure Requirements ,
Insider Trading ,
Non-Public Information ,
Proposed Amendments ,
Proposed Rules ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Share Buybacks ,
Stock Repurchases ,
Stocks ,
Trading Plans
Companies and their workforces are facing extraordinary challenges during the period of disruption caused by COVID-19, and Governments around the world are introducing new legislation and guidance on a frequent basis to help...more
This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season.
Section I of this memo, which was...more
3/9/2021
/ Annual Reports ,
CD&A ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Pursuant to the federal Families First Coronavirus Response Act (the "Response Act"), effective April 1, 2020 through December 31, 2020, all employers with under 500 employees must provide eligible employees within the U.S....more
9/9/2020
/ Coronavirus/COVID-19 ,
Department of Labor (DOL) ,
Families First Coronavirus Response Act (FFCRA) ,
Family and Medical Leave Act (FMLA) ,
Infectious Diseases ,
Paid Sick Leave ,
Payroll Taxes ,
Relief Measures ,
Sick Leave ,
Sick Pay ,
Tax Credits
These are unprecedented times, and companies are facing important issues as they navigate the current economic, political, and social climate. The COVID-19 pandemic and Black Lives Matter movement have put the spotlight on...more
8/17/2020
/ Annual Meeting ,
Black Lives Matter ,
Board of Directors ,
Business Continuity Plans ,
Carbon Emissions ,
Climate Change ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity ,
Employee Benefits ,
Employee Rights ,
Employee Training ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
Ethical Standards ,
Filing Requirements ,
Fortune 100 ,
Green Finance ,
Human Capital ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Renewable Energy ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Socially Responsible Investments ,
Surveys ,
Sustainability ,
Workplace Safety
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
8/17/2020
/ Business Closures ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Executive Orders ,
Non-Essential Businesses ,
Operators of Essential Services ,
Public Gatherings ,
Public Health ,
Public Health Emergency ,
Public Safety ,
Re-Opening Guidelines ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
7/11/2020
/ Business Closures ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Executive Orders ,
Non-Essential Businesses ,
Operators of Essential Services ,
Public Gatherings ,
Public Health Emergency ,
Re-Opening Guidelines ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
DOL Proposes New Prohibited Transaction Exemption Allowing for Broader Investment Advice Using "Impartial Conduct Standards" and Formally Reinstates 1975 Five-Part Test for Status as an Investment-Advice...more
7/2/2020
/ Comment Period ,
Conflicts of Interest ,
Department of Labor (DOL) ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Field Assistance Bulletins ,
Financial Institutions ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
Investment Adviser ,
PTEs ,
Regulation Best Interest ,
Securities and Exchange Commission (SEC)
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
As states and cities begin to allow, or plan to allow, businesses to reopen (and for essential businesses to operate more broadly) while the COVID-19 pandemic continues, employers must plan ahead to reopen workplaces safely...more
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
5/14/2020
/ Business Closures ,
Coronavirus/COVID-19 ,
Executive Orders ,
Non-Essential Businesses ,
Operators of Essential Services ,
Public Health Emergency ,
Re-Opening Guidelines ,
Remote Working ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
Pursuant to the federal Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), enacted on March 27, 2020, eligible employers are granted an employee retention tax credit against applicable employment taxes (the...more
5/12/2020
/ Business Expenses ,
CARES Act ,
Employee Retention ,
Employer Group Health Plans ,
Full-Time Employees ,
IRS ,
New Guidance ,
Paycheck Protection Program (PPP) ,
Popular ,
Tax Credits ,
Wages
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
5/2/2020
/ Business Closures ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Executive Orders ,
Non-Essential Businesses ,
Operators of Essential Services ,
Public Health Emergency ,
Re-Opening Guidelines ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out below the key...more
On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “Act”). The purpose of the Act is to provide emergency assistance for individuals, families, and businesses affected...more
Both individuals and companies are facing unprecedented circumstances, with COVID-19 changing situations and circumstances on a minute-by-minute basis. In these state-by-state matrices, we have set out the key guidelines,...more
Small businesses affected by the COVID-19 pandemic can take advantage of the unprecedented aids available under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, which was enacted on March 27, 2020. The CARES...more
4/4/2020
/ CARES Act ,
Coronavirus/COVID-19 ,
Economic Injury Disaster Loans ,
Employee Retention ,
Net Operating Losses ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Relief Measures ,
SBA ,
Small Business Loans ,
Tax Credits ,
Tax Deferral ,
Tax Relief
The novel coronavirus referred to as SARS-CoV-2 and the disease that the virus causes (“COVID-19”) has created significant challenges for companies and employees across the United States as quarantine, self-isolation, and...more
One of the most highly anticipated elements of relief in the CARES Act is the partially forgivable payroll protection loan for small business....On April 2, 2020, the US Small Business Administration (SBA) issued interim...more
On Friday, March 27, 2020, the U.S. House of Representatives voted to approve the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) submitted by the Senate, and President Trump just signed the bill.The bill...more
4/3/2020
/ Airlines ,
Automotive Industry ,
CARES Act ,
Credit Reporting Agencies ,
Financial Services Industry ,
Healthcare Facilities ,
Hospitality Industry ,
Loans ,
Mortgages ,
Private Equity ,
Restaurant Industry ,
Student Loans ,
Tax Credits ,
Tax Deferral
The Families First Coronavirus Response Act provides for paid sick leave and expanded family or medical leave benefits to employees, and payroll tax credits to employers in respect of such benefits. The US Department of Labor...more
What is a PPP loan?
On Friday, March 27, 2020, the President signed the CARES Act into law. The bill provides for $2.2 trillion in emergency aid to ease the financial impact of the COVID-19 crisis, including $349 billion...more