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 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
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
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
On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more
11/4/2019
/ Board of Directors ,
Business Judgment Rule ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Counsel ,
Delaware General Corporation Law ,
Derivative Suit ,
Dismissals ,
Executive Compensation ,
Pharmaceutical Industry ,
Pre-Suit Notice ,
Shareholder Demands
On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1,...more
Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more
1/25/2018
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CEOs ,
Civil Monetary Penalty ,
Compensation Committee ,
DE Supreme Court ,
Director Compensation ,
Disclosure Requirements ,
Disgorgement ,
Equity Plans ,
Executive Compensation ,
Failure To Disclose ,
Fiduciary Duty ,
Intel ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Approval
On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more
12/20/2017
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
DE Supreme Court ,
Entire Fairness Standard ,
Equity Plans ,
Executive Compensation ,
Fiduciary Duty ,
Reversal ,
Self-Interest ,
Shareholder Approval ,
Standard of Review
Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more
11/21/2017
/ Board of Directors ,
Climate Change ,
Director Compensation ,
Diversity ,
Executive Compensation ,
Gender-Based Pay Discrimination ,
Institutional Shareholder Services (ISS) ,
Pay Gap ,
Pay-for-Performance ,
Pledges ,
Proxy Season ,
Proxy Voting Guidelines ,
Say-on-Pay ,
Shareholder Rights ,
Shareholder Votes ,
Special Purpose Acquisition Companies (SPACs)