The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has...more
ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
8/10/2015
/ Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Executive Compensation ,
Final Rules ,
Foreign Private Issuers ,
Form 10-K ,
Item 402 ,
Pay Ratio ,
Proxy Statements ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
8/6/2015
/ CEOs ,
Cost-of-Living Adjustment (COLA) ,
Data Privacy ,
De Minimus Quantity Exemption ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Employees ,
Executive Compensation ,
Foreign Private Issuers ,
Foreign Workers ,
Independent Contractors ,
Part-Time Employees ,
Pay Ratio ,
Payroll Records ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Seasonal Workers ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Temporary Employees
On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the...more
The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more
7/3/2015
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Form 10-K ,
Incentive Compensation ,
New Regulations ,
Regulation S-K ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR)
Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more
The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more
ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS:
- The most significant trend continuing in 2015 has been the move to performance-based pay,...more
On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more
5/12/2015
/ Dodd-Frank ,
Executive Compensation ,
Pay-for-Performance ,
Pensions ,
Profit Sharing ,
Proxy Statements ,
Regulation S-K ,
Retirement Plan ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Stocks ,
Total Shareholder Return (TSR) ,
XBRL Filing Requirements
The SEC has issued a proposed rule to require companies to disclose the relationship between executive compensation and the financial performance of a company. The details of the proposed rule have been well publicized, and...more
In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more
New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more
11/14/2014
/ Board of Directors ,
Bylaws ,
Diversity ,
Executive Compensation ,
Oil & Gas ,
Pensions ,
Private Utility ,
Proxy Access Rule ,
Proxy Season ,
Shareholder Rights ,
Shareholders
We previously described a PCAOB reproposal regarding audit procedures for related party transactions. A suggested audit procedure consisted of “Inquiries of the compensation committee chair and any compensation consultant...more
Courts have recently rendered two say-on-pay decisions. ...more
The Public Company Accounting Oversight Board, or PCAOB, has reproposed a new auditing standard, Related Parties, and certain other amendments to its standards. Overall, the reproposal is directed at detecting material...more
The SEC has approved the NYSE’s compensation committee independence rules. By July 1, 2013, most listed issuers must comply with the following...more