News & Analysis as of

Compensation Committee Corporate Counsel

Delaware Court Rejects Entire Fairness Standard in Cablevision Compensation Fight

by Carlton Fields on

Vice Chancellor John W. Noble, of the Delaware Chancery Court, last month refused a shareholder’s attempt to second guess Cablevision’s independent compensation committee’s decision to award the company’s founder and...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

by Dechert LLP on

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

by Stoel Rives LLP on

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

Public Company Adviser - June 2013: Compensation Committees May Need to Consider the Independence of Outside Legal Counsel to the...

by King & Spalding on

Under new NYSE and Nasdaq listing standards that take effect on July 1, 2013, a compensation committee may receive advice from legal counsel, as well as compensation consultants and other advisors, only after considering six...more

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