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
Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the...more
5/25/2023
/ Acquisitions ,
Artificial Intelligence ,
Banking Sector ,
Board of Directors ,
CEOs ,
China ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Technology Companies ,
Employees ,
Employer Liability Issues ,
EU ,
Executive Orders ,
Export Controls ,
Exports ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Financial Institutions ,
Hiring & Firing ,
Intellectual Property Protection ,
Mergers ,
Non-Compete Agreements ,
Notice Requirements ,
Regulatory Agenda ,
Regulatory Oversight ,
Restrictive Covenants ,
Technology ,
Technology Sector
On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the Internal Revenue Code...more
8/23/2018
/ CEOs ,
CFOs ,
Compensation & Benefits ,
Covered Employees ,
Deferred Compensation ,
Employee Benefits ,
Employment Contract ,
Executive Compensation ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Pay-for-Performance ,
Proposed Guidance ,
Publicly-Traded Companies ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Vesting
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the Act), which includes significant changes to the executive compensation deduction rules in Section 162(m) of the Internal Revenue Code (Code)...more
1/5/2018
/ CEOs ,
CFOs ,
Deferred Compensation ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Nasdaq ,
NYSE ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Retirement Plan ,
Section 16 ,
Section 162(m) ,
Securities Exchange Act ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Trump Administration
On November 16, 2017, the House of Representatives voted to approve its version of the Tax Cuts and Jobs Act. The Senate is expected to vote on its version of the bill following the Thanksgiving break, which would require a...more
11/20/2017
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Affordable Care Act ,
CEOs ,
CFOs ,
Corporate Counsel ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Fringe Benefits ,
Popular ,
Proposed Legislation ,
Publicly-Traded Companies ,
Retirement Plan ,
Section 162(m) ,
Severance Pay ,
Stock Options ,
Tax Reform ,
Trump Administration
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more
1/27/2017
/ CEOs ,
Clawbacks ,
Equity Compensation ,
Equity Plan Scorecard (EPSC) ,
Equity Plans ,
Executive Compensation ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Approval ,
Vesting
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
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
A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company — large or small, public or private, established or...more