For the 2025 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and updates in...more
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more
6/16/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Time Extensions
On March 15, 2023, the U.S. Department of Justice (DOJ or the Department) launched a three-year Compensation Incentives and Clawbacks Pilot Program (Clawback Program) intended to incentivize companies to create more robust...more
3/30/2023
/ Chief Compliance Officers ,
Clawbacks ,
Compliance ,
Corporate Crimes ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Dodd-Frank ,
Executive Compensation ,
Incentives ,
Pilot Programs ,
Preemption ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Labor Laws ,
Wage and Hour
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more
3/21/2023
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Rulemaking Background -
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the U.S. Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of...more
Public company boards face myriad unforeseen issues due to the COVID-19 pandemic. Among these issues is how to keep their key employees incentivized to maintain and advance the corporate agenda during this crisis (when their...more
Last week, the Securities and Exchange Commission (SEC) provided additional guidance for complying with the pay ratio disclosure requirements adopted under the Dodd-Frank Act that take effect in 2018. According to SEC...more
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
1/27/2017
/ Clawbacks ,
Conflict Mineral Rules ,
Corporate Governance ,
Directors ,
Dodd-Frank ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
No-Action Relief ,
Pay Ratio ,
Proxy Access ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulation S-K ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Universal Proxy Cards
On September 18, 2013, the SEC voted 3 to 2 in favor of proposed "pay ratio" rules, which require each registrant to disclose the median of the annual total compensation of all of its employees (the MATC), the annual total...more