The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more
1/16/2025
/ Compliance ,
Confidential Information ,
Corporate Governance ,
Corporate Misconduct ,
Dodd-Frank ,
Employment Policies ,
Enforcement Actions ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Whistleblowers
This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more
12/19/2024
/ Clawbacks ,
Compensation ,
Compliance ,
Derivatives ,
Dividends ,
Glass Lewis ,
Incentives ,
Insider Trading ,
Institutional Shareholder Services (ISS) ,
Investors ,
Publicly-Traded Companies ,
Registration Requirement ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Stocks ,
Transparency ,
Vesting
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees? ...more
This article is the second in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
7/18/2024
/ Documentation ,
Equity Compensation ,
Fair Market Value ,
Future Tax Treatment ,
Incentives ,
Income Taxes ,
Privately Held Corporations ,
SAR ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Options ,
Stockholder Agreements ,
Stocks ,
Tax Code
Agility and resiliency remain essential attributes for manufacturers in 2023. Manufacturers are no longer focused on figuring out when things will return to “normal.”
Instead, they are applying lessons learned from the...more
7/11/2023
/ Artificial Intelligence ,
Best Practices ,
Clawbacks ,
Compensation ,
Compliance ,
Customs and Border Protection ,
Cyber Threats ,
Cybersecurity ,
Enforcement ,
Environmental Protection Agency (EPA) ,
Final Rules ,
Intellectual Property Protection ,
Machine Learning ,
Manufacturers ,
Securities and Exchange Commission (SEC) ,
Supply Chain
A multitude of questions over who must approve the grant of equity awards frequently arise when designing equity compensation programs. Do shareholders need to approve the grant? Is approval from the Board of Directors...more
6/22/2023
/ Articles of Incorporation ,
Board of Directors ,
Bylaws ,
Corporate Executives ,
Delegation Clauses ,
Employer Liability Issues ,
Equity ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stock Exchange ,
Taxation
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more
11/1/2022
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Form 10-K ,
Incentive Compensation ,
Nasdaq ,
NYSE ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Appreciation Rights
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more
On August 25, 2022, the SEC adopted final pay versus performance disclosure rules. The breadth and complexity of the new rules require that companies begin to prepare the new disclosures now to provide enough time for data...more
9/20/2022
/ Compensation ,
Data Collection ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
GAAP ,
Pay-for-Performance ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Shareholders ,
Total Shareholder Return (TSR)
Stock option grant practices have been the subject of recent guidance from the Securities and Exchange Commission (SEC), and continue to be scrutinized by various parties for compliance with the tax requirements of the...more
5/19/2022
/ Best Practices ,
Compliance ,
Grants ,
IRS ,
Nasdaq ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934 ,
Stock Options ,
Valuation
Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection...more
The staff of the Securities and Exchange Commission’s Division of Corporation Finance (the staff) issued new compliance and disclosure interpretations (C&DIs) on October 18, 2016, providing guidance to companies preparing to...more
11/8/2016
/ C&DIs ,
CACM ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Furloughs ,
Independent Contractors ,
Median Employee ,
Pay Ratio ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more
8/18/2015
/ CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Median Employee ,
Pay Ratio ,
Privacy Laws ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statistical Sampling
On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more
7/13/2015
/ Clawbacks ,
Controlled Foreign Corporations ,
Corporate Officers ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Federal Register ,
Financial Statements ,
Foreign Private Issuers ,
Incentive Based Contracts ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Public Comment ,
Reporting Requirements ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
On April 29, 2015, the Securities and Exchange Commission (SEC) proposed rules that would require public companies to disclose the relationship between executive compensation and the company’s financial performance. The rules...more
On September 18, 2013, the Securities and Exchange Commission (SEC) proposed rules requiring publicly-traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal...more