On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more
1/20/2025
/ Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Final Rules ,
Income Taxes ,
IRS ,
Proposed Regulation ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Tax Legislation ,
Tax Planning ,
Tax Reform
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
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
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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 November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
11/21/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more
6/19/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2, 2023. Listed companies...more
Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed companies to adopt clawback...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
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
Preface
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed several amendments and new disclosure requirements intended to address what it perceives as potentially abusive practices engaged in by public...more
12/23/2021
/ 10b5-1 Plans ,
Comment Period ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
Foreign Private Issuers ,
Insider Trading ,
Proposed Amendments ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Stock Repurchases
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
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
12/3/2019
/ Annual Meeting ,
Annual Reports ,
Audits ,
Board of Directors ,
Corporate Counsel ,
Director Compensation ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Filing Requirements ,
Glass Lewis ,
Hedging ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Advisory Firms ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Reporting Requirements ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more
12/11/2018
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Employee Benefits ,
Employment Contract ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Nasdaq ,
NYSE ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
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
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
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