On December 16, 2019, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code (the “Proposed Regulations”). The Proposed Regulations respond to comments made on Notice 2018-68 (the “Notice”),...more
12/23/2019
/ Comment Period ,
Compensation & Benefits ,
Covered Employees ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Public Hearing ,
Publicly-Traded Companies ,
Regulatory Burden ,
Safe Harbors ,
Section 162(m) ,
Tax Cuts and Jobs Act
Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more
11/15/2019
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Guidance Update ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more
9/11/2019
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Investments ,
Capital Markets ,
CEOs ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Golden Parachutes ,
Pay Ratio ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Activism ,
Stakeholder Engagement ,
Woman Board Members
Although final rules were published in December of 2018, July 1st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging...more
On June 19, 2019, the New York State Assembly and Senate passed an omnibus bill (A08421/S06577) proposing sweeping amendments to existing state sexual harassment and discrimination laws. The pending law, which has the...more
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
Publishes Concept Release to Explore Rule 701 and Form S-8 Reform -
The Adopting Release -
On June 18, 2018, the Securities and Exchange Commission (SEC) issued final rules to amend Securities Act Rule 701, which...more
On May 21, 2018, in a 5-4 decision, the United States Supreme Court held, in Epic Systems Corp. v. Lewis, that arbitration clauses in employment contracts requiring individualized proceedings are enforceable and thereby...more
6/15/2018
/ Arbitration ,
Arbitration Agreements ,
Class Action Arbitration Waivers ,
Employee Retirement Income Security Act (ERISA) ,
Epic Systems Corp v Lewis ,
Ernst & Young v Morris ,
Federal Arbitration Act ,
Murphy Oil v NLRB ,
NLRA ,
NLRB ,
Remand ,
Reversal ,
Savings Clause ,
SCOTUS
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (Reform Act). Although largely focused on regulatory exemptions for smaller financial institutions, the...more
Recently, the gender pay gap has become the subject of increased scrutiny and media attention as a growing movement works to bring an end to gender-based wage differentials. On April 9, 2018, there was an interesting...more
In 2015, the SEC proposed rules implementing Dodd-Frank’s requirement that all listed companies adopt and administer a compensation clawback policy. Under the statute, these policies must require, in the event of an...more