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SEC Issues Pay Ratio Guidance

With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

ISS Publishes Updates to Its 2016 Executive Compensation Policies

On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more

A Summary of Compensation-Related Updates to the Proxy Voting Guidelines of ISS and Glass Lewis

Institutional Shareholder Services Inc. (“ISS”) recently finalized its Proxy Voting Guidelines (the “ISS Guidelines”) that apply to all shareholder meetings held after February 1, 2016. A number of the updates relate to...more

Compliance with the Formal Approval Requirements of Delaware Law Required for Stockholder Ratification of Director Compensation

On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more

The SEC’s Final Pay Ratio Rules: What You Need to Know

On August 5, 2015, the Securities and Exchange Commission released final rules implementing the pay ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final...more

SEC Proposes Highly Anticipated Clawback Rules

On July 1, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection...more

The Importance of Fixing Section 409A Compliance Failures Sooner Rather Than Later

A recent Memorandum issued by the Office of Chief Counsel within the Internal Revenue Service demonstrates yet again the perils of failing to comply with Section 409A of the Internal Revenue Code. The Memorandum takes the...more

SEC Proposes Long-Awaited Pay for Performance Rules

On April 29, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer...more

Nasdaq Proposes Modifications to Compensation Committee Independence Requirements

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed a proposal to amend its listing standards regarding compensation committee independence (the “Proposal”). The modifications would provide Nasdaq-listed companies...more

ISS Publishes 2014 Draft Policy Changes; Comments Due by November 4, 2013

On October 21, 2013, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2014 proxy season (the “Draft Policies”). There are only two proposed updates for the US, neither of which...more

SEC Proposes Long-Awaited Pay Ratio Rules

On September 18, 2013, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer...more

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