The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy...more
On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more
6/12/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not...more
2/27/2023
/ Clawbacks ,
Compensation & Benefits ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Publicly-Traded Companies ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more
9/1/2022
/ Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At...more
6/10/2022
/ Clawbacks ,
Comment Period ,
Compensation & Benefits ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more
On October 14, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on the clawback listing standard rule that it proposed in 2015 (2015 Proposal). Interested...more
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
1/21/2020
/ Corporate Governance ,
Critical Audit Matters (CAMs) ,
Cybersecurity ,
Disclosure Requirements ,
Dodd-Frank ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Intellectual Property Protection ,
Libor ,
MD&A Statements ,
Median Employee ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Assessment ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Technology ,
UK Brexit
This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect...more
With preparations shifting into high gear for calendar year companies that file annual reports on Form 10-K and proxy statements with the US Securities and Exchange Commission, this Legal Update provides tips to consider when...more
1/4/2019
/ Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Hedging ,
Libor ,
Pay Ratio ,
Proxy Statements ,
Publicly-Traded Companies ,
UK Brexit
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
9/19/2018
/ Annual Reports ,
C&DIs ,
Compensation & Benefits ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Executive Compensation ,
Form 10-K ,
Pay Ratio ,
Proxy Season ,
Proxy Statements ,
Reporting Requirements ,
Say-on-Pay ,
Shareholder Proposals