The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more
2/15/2024
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Disclosure Requirements ,
EBITDA ,
Elon Musk ,
Entire Fairness Standard ,
Equity Compensation ,
Executive Compensation ,
Fiduciary Duty ,
Majority Shareholders ,
Shareholders ,
Tesla
As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more
10/3/2023
/ Annual Reports ,
Artificial Intelligence ,
CDIs ,
Clawbacks ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Financial Restatements ,
GAAP ,
Insider Trading ,
Non-GAAP Financial Measures ,
Performance Incentives ,
Proxy Season ,
Publicly-Traded Companies ,
Related Parties ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Ukraine ,
XBRL Filing Requirements
In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more
1/21/2022
/ Board of Directors ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Equity Compensation ,
Glass Lewis ,
Independent Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Statements ,
Securities and Exchange Commission (SEC)
Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases -
In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
3/11/2019
/ #MeToo ,
Board of Directors ,
CD&A ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
EBITDA ,
Equal Employment Opportunity Commission (EEOC) ,
Equity Compensation ,
GAAP ,
Gender Equity ,
Hedging ,
Institutional Shareholder Services (ISS) ,
PCAOB ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders.
In this edition we review... ...more
8/28/2018
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Equity Compensation ,
Executive Compensation ,
Insider Trading ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Buybacks ,
Smaller Reporting Companies