The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more
6/13/2025
/ Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Investors ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholders
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
If you have not recently reviewed your company’s documents to ensure they comply with Securities and Exchange Commission (SEC) whistleblower protection rules, you should put it at the top of your to-do list. On September 9,...more
Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more
6/25/2024
/ Clawbacks ,
Deferred Compensation ,
Dodd-Frank ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Proposed Rules ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee...more
In this episode of The Consumer Finance Podcast, Chris Willis is joined by Sheri Adler to discuss the implications of the upcoming change in securities law that shortens the settlement period for broker-dealer transactions...more
On May 6, the Federal Deposit Insurance Corporation (FDIC), Office of the Comptroller of the Currency (OCC), and Federal Housing Finance Agency (FHFA) issued a notice of proposed rulemaking and request for public comment to...more
5/15/2024
/ Credit Unions ,
Dodd-Frank ,
FDIC ,
FHFA ,
Financial Institutions ,
Financial Regulatory Reform ,
Financial Services Industry ,
Incentive Compensation ,
Notice of Proposed Rulemaking (NOPR) ,
OCC ,
Proposed Rules ,
Public Comment ,
Regulatory Agenda
In this episode of The Consumer Finance Podcast, Chris Willis is joined by Partners Sheri Adler and Mary Weeks to discuss the recent uptick in SEC enforcement activity related to whistleblowers. They focus on the implications...more
In this episode of the Hiring to Firing Podcast, Partners Tracey Diamond and Evan Gibbs, along with fellow Partners Sheri Adler and Mary Weeks, chat about the ultimate whistleblower — police officer Frank Serpico — and the...more
Please join Troutman Pepper Partners Chris Willis and Sheri Adler as they discuss recent developments in equity award delegations for public companies incorporated in Delaware. Sheri, a member of our Employee Benefits and...more
Background -
Under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Congress expanded protections for whistleblowers reporting possible violations of federal securities laws to the...more
11/30/2023
/ Anti-Retaliation Provisions ,
Attorney-Client Privilege ,
Confidential Information ,
Dodd-Frank ,
Employee Handbooks ,
Employees ,
Employment Contract ,
Internal Reporting ,
Securities and Exchange Commission (SEC) ,
Whistleblower Protection Policies ,
Whistleblowers
Join Troutman Pepper Partners Chris Willis and Sheri Adler as they dive into the new requirement for publicly traded companies (including financial services companies) to adopt a clawback policy requiring the recoupment of...more
A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were...more
Effective August 1, amendments (the 2023 amendments) to the Delaware General Corporation Law (DGCL) further update the framework under which a company's board of directors may delegate its authority to grant equity incentive...more
On September 8, the U.S. Securities and Exchange Commission (SEC) announced that it settled charges against Monolith Resources LLC, a privately held technology and energy company headquartered in Nebraska. The SEC’s...more
The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more
6/14/2023
/ Capital Markets ,
Clawbacks ,
Compensation & Benefits ,
Consumer Protection Act ,
Dodd-Frank ,
Executive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Recent updates from the Securities and Exchange Commission (SEC) make it likely that companies will need to finalize clawback policies compliant with the Dodd-Frank Act by early August 2023....more
Summary -
On October 26, the Securities and Exchange Commission (SEC) adopted final rules to implement Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and...more
Effective as of August 1, amendments to the Delaware General Corporation Law (DGCL) update the framework under which a company’s board of directors may delegate its authority to grant equity incentive awards....more
On December 20, 2019, the IRS issued proposed regulations under Section 162(m) of the Internal Revenue Code....more
1/21/2020
/ Compensation & Benefits ,
Corporate Taxes ,
Covered Employees ,
Covered Entities ,
Employee Benefits ,
Executive Compensation ,
Grandfathering Rules ,
Income Taxes ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Section 162(m) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform
New SEC disclosure rules regarding hedging are now in effect. As a technical matter, these rules do not require a publicly traded company to implement a hedging policy. They merely require a company to disclose information...more
In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more
1/12/2018
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation & Benefits ,
Corporate Counsel ,
Corporate Officers ,
DE Supreme Court ,
Entire Fairness Standard ,
Executive Compensation ,
Fiduciary Duty ,
Motion to Dismiss ,
Proxy Season ,
Publicly-Traded Companies ,
Shareholder Litigation