Understanding the Latest DOJ Changes to Corporate Prosecutions
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
FCPA Compliance Report-Episode 282-SCCE CEI Wrap-up, Part II
Employment Law This Week®: Non-Solicitation Violation, SOX 304 Clawback, NLRB’s Joint-Employer Standard, OSHA’s “Walk Around” Rule
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more
This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider in preparing...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more
In our latest edition of Employment Flash, we examine developments over the past three months, including the NLRB’s ruling regarding employees’ labor law rights in severance agreements, a Supreme Court decision that upheld...more
US Market Review and Outlook - Stubbornly high inflation, rising interest rates and the lingering effects of the COVID-19 pandemic, combined with geopolitical tensions and concerns about the global economic outlook,...more
The new compliance focus on executive compensation, as announced by the US Department of Justice (DOJ) on March 3, 2023, has significant implications for how healthcare organizations address both corporate compliance and...more
SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more
On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous...more
The U.S. Securities and Exchange Commission (SEC) had a busy 2022, adopting a number of new rules and proposing additional rules, many of which are likely to be finalized over the next several months. In November, Glass Lewis...more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
The SEC adopted final clawback rules last month, here, a mere seven years after they were originally proposed! After publication of the final rules in the federal register (soon), stock exchanges must propose listing...more
On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more
The Securities and Exchange Commission new "clawback" rules were approved on a divided vote. The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption. Tomorrow's election will...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more
As has been widely reported, the Securities and Exchange Commission last week finally adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies...more
Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to...more
Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
On October 14, Chairman Gensler announced that the Securities and Exchange Commission (SEC) would reopen the comment period for the controversial compensation clawback rule that it had initially proposed in 2015 in response...more
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
On April 8, 2019, the Federal Government introduced Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures, which includes proposed changes to the Canada...more