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Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award

The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity...more

It's Time for a Fresh Look at DEI Metrics in Executive Compensation

The Background: It is estimated that over 84 percent of companies in the S&P 1500 use some form of "social" metric when determining their executives' incentive compensation. Many of these social metrics set forth diversity,...more

SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures

In Short - The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more

SEC Adopts Final Dodd-Frank Act Clawback Rules

The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more

SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more

SEC Adopts Pay Versus Performance Disclosure Rules

As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present...more

SEC Settlement with Company, Ex-CEO Signals Continued Focus on Executive Perks

The recent SEC settlement with Gulfport Energy and its former CEO suggests a hard line approach to executive perks and compensation disclosures, even where expenses relate to business activities. On February 24, 2021, the...more

SEC Adopts Updates to Proxy Voting Advice Regime

The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC...more

Rule 701–A Time for Change?

Rule 701 Prior to Amendment: Reliance on Securities Act Rule 701, a securities registration exemption for non-reporting issuers with respect to equity awards granted pursuant to a written compensatory plan, required special...more

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