The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This 11th edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits...more
2/11/2026
/ Compensation & Benefits ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Equity Grants ,
Executive Compensation ,
Fiduciary Duty ,
Internal Revenue Code (IRC) ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Section 162(m) ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
On December 18, 2025, as part of the FY 2026 National Defense Authorization Act, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law....more
12/26/2025
/ Beneficial Owner ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Foreign Private Issuers ,
Insider Trading ,
New Legislation ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Exchange Act of 1934
On December 2, 2025, the IRS issued Notice 2025-68 (Notice), which provides initial guidance regarding “Trump accounts” and announces upcoming regulations consistent with the initial guidance. On the same day, the White House...more
12/11/2025
/ Contribution Limits ,
Corporate Counsel ,
Defined Contribution Plans ,
Employee Benefits ,
Employer Contributions ,
Individual Retirement Account (IRA) ,
Internal Revenue Code (IRC) ,
IRS ,
New Guidance ,
New Legislation ,
One Big Beautiful Bill Act ,
Plan Administrators ,
Regulatory Requirements ,
Retirement Plan ,
Tax Legislation ,
Tax Planning ,
Trump Administration ,
U.S. Treasury
On November 25, 2025, Institutional Shareholder Services (ISS) announced updates to its 2026 benchmark proxy voting policies, which will be applied for shareholder meetings taking place on or after February 1, 2026....more
12/4/2025
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Federal Trade Commission (FTC) ,
Florida ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Proxy Advisory Firms ,
Proxy Season ,
Say-on-Pay ,
Shareholder Proposals ,
Shareholders ,
State Attorneys General
On July 4, 2025, President Donald Trump signed into law the Act (formerly referred to as the One Big Beautiful Bill Act, or OBBBA). The Act includes a suite of tax-related provisions that (1) make permanent many of the...more
7/16/2025
/ Clean Energy ,
Corporate Taxes ,
Employee Benefits ,
Federal Budget ,
Income Taxes ,
Inflation Reduction Act (IRA) ,
International Tax Issues ,
Tax Credits ,
Tax Deductions ,
Tax Incentives ,
Tax Legislation ,
Tax Reform
On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more
On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more
1/20/2025
/ Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Final Rules ,
Income Taxes ,
IRS ,
Proposed Regulation ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Tax Legislation ,
Tax Planning ,
Tax Reform
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
12/11/2024
/ Annual Meeting ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September...more
On April 23, 2024, the Federal Trade Commission (FTC), in a 3-2 vote, issued a final rule that bans noncompete clauses between workers and employers as “unfair method[s] of competition” under Section 5 of the FTC Act, subject...more
4/25/2024
/ Competition ,
Employer Liability Issues ,
Employment Contract ,
Employment Policies ,
Federal Trade Commission (FTC) ,
FTC Act ,
Labor Reform ,
Non-Compete Agreements ,
Notice Requirements ,
Proposed Rules ,
Regulatory Agenda ,
Restrictive Covenants ,
Unfair Competition
On April 16, 2024, Federal Trade Commission (FTC) Chair Lina M. Khan announced that a special open commission meeting will be held virtually on Tuesday, April 23, 2024, at 2:00 p.m. Eastern Daylight Time, where the FTC is...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual...more
2/27/2024
/ Aircraft ,
Business Taxes ,
Business Travel ,
Corporate Taxes ,
Income Taxes ,
Inflation Reduction Act (IRA) ,
Internal Revenue Code (IRC) ,
IRS ,
Large Business & International Division (LB&I) ,
Personal Use ,
Personal Use of Employer Property ,
Tax Audits ,
Tax Deductions
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
11/21/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more
6/19/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2, 2023. Listed companies...more
On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the...more
Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed companies to adopt clawback...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
New SEC rules on Rule 10b5-1 preset trading plans for insiders add lengthy “cooling-off periods” for directors and officers between the time they establish a plan and the date a first trade can be made.
Most multiple...more
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
2/20/2023
/ Activist Investors ,
Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure ,
Environmental Social & Governance (ESG) ,
EU ,
Insider Trading ,
Multinationals ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations ,
Shareholders