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Compliance › Proxy Statements

Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations. ... more +
Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations.  In response to many corporate scandals evidencing rampant unethical business practices, many nations, including the United States, began passing strict regulatory frameworks aimed at curbing these abuses. Notable pieces of legislation in this area include the U.S. Foreign Corrupt Practices Act (FCPA), Sarbanes-Oxley (SOX), and the U.K. Bribery Act, to name a few. The foregoing statutes and the severe penalties often associated with them form the basis of many modern institutional compliance programs. less -
Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

Skadden, Arps, Slate, Meagher & Flom LLP on

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

A&O Shearman

SEC Brings Charges Under Enforcement Initiative Directed at Insider Report Compliance Failures

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On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...more

Snell & Wilmer

Compliant Clawback Policies Must be Adopted Before December 1, 2023

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As noted in a prior post, both the New York Stock Exchange (“NYSE”) and Nasdaq have adopted listing standards that requires issuers to adopt compliant clawback policies by December 1, 2023. Adoption of such policies and/or...more

BCLP

Don’t Forget: More reminders for your 2023 proxy/annual report checklist

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Based on recent developments, we have additional items to supplement our October 10, 2022 post, which highlighted key considerations for the 2022 proxy and annual report season....more

BCLP

2023 proxy and annual report season - things to add to your “Don’t Forget” list

BCLP on

As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist. Those items, along with a few other “hot topics,” include the...more

Benesch

SEC Adopts Pay Versus Performance Rule on Executive Compensation

Benesch on

In the years following the banking and financial crisis of 2008, there was a particular focus by the media and lawmakers on CEOs and other executives collecting hundreds of millions of dollars in compensation. In response,...more

WilmerHale

Conducting Your Annual Meeting During a Health Pandemic

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April, May and June are typically the most popular months for public companies to host their annual meetings of shareholders. This year, the unprecedented public health concern resulting from the coronavirus or COVID-19...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Staff Issues Interpretive Guidance on Board Diversity Disclosures

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On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more

Harris Beach PLLC

New SEC Rules Will Require Disclosure of Hedging Policies

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The Securities and Exchange Commission (SEC) has adopted new rules that will require public companies to disclose their hedging practices and policies for employees, officers and directors in proxy and information statements...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Board’s Three ‘C’s’ of Corporate Governance: Composition, Communication and Connection

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U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more

Baker Donelson

Consider Refreshing Your Existing SEC Disclosure

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As the fiscal year wraps up and SEC registrants begin to think about their 10-K and proxy, this is a good time for businesses to refresh their disclosure and to consider whether language that reappears annually still...more

Seyfarth Shaw LLP

How Proxy Data and Pilot Studies Can Help Employers Prepare for the DOL’s New Proposed Overtime Rules

Seyfarth Shaw LLP on

The U.S. Department of Labor’s Wage & Hour Division recently announced its proposal to amend 29 C.F.R. Part 541, containing the “white collar” exemption for executive, administrative, and professional employees. The...more

Stinson - Corporate & Securities Law Blog

SEC Brings Another Enforcement Action For Failure to Disclose Perks

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MusclePharm Corporation, or MSLP, and certain related parties recently settled an SEC enforcement action which included charges related to non-disclosure of certain perks. The SEC alleged from 2010 through July 2014, MSLP...more

Orrick, Herrington & Sutcliffe LLP

SEC Pay Ratio Rules — A Recipe for Compliance and Model Disclosure

Orrick, Herrington & Sutcliffe LLP on

The SEC recently adopted its final pay ratio disclosure rules. Commencing in early 2018, public companies[1] will have to disclose (i) their CEO's total annual compensation, (ii) the median total annual compensation of all...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

Adler Pollock & Sheehan P.C. on

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Stinson LLP

SEC Adopts Final Pay Ratio Rule

Stinson LLP on

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

Cooley LLP

Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

Cooley LLP on

On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more

WilmerHale

SEC Plans Concept Release on Audit Committee Disclosures

WilmerHale on

The Securities and Exchange Commission plans to issue a concept release in early 2015 addressing possible changes in the audit committee disclosures in proxy statements. SEC Chair Mary Jo White disclosed this plan at the...more

Parker Poe Adams & Bernstein LLP

Company Liability for Insider Stock Ownership Reports

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Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

Akin Gump Strauss Hauer & Feld LLP

SEC Enforcement Actions for Failure to File Timely Reports (under Sections 16(a), 13(d) and 13(g) of the Exchange Act)

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Last week, the Securities and Exchange Commission (SEC) announced settled charges against (i) 28 officers, directors and major beneficial owners of publicly traded companies that failed to file Schedules 13D and 13G and...more

Blank Rome LLP

ISS’ FAQs on Equity Plan Data Verification – Roadmap for Proxy Statement Disclosures

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If you have a proposal to adopt or amend the company’s equity plan in the proxy statement that you file with the SEC after September 8, 2014, then you can use a new data verification portal recently launched by Institutional...more

Goodwin

SEC Staff Legal Bulletin Addresses Use of Proxy Advisory Firms by Advisers and Reliance by Proxy Advisory Firms on Proxy Rules...

Goodwin on

The SEC’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (the “Guidance”) which provides guidance from the Division of Investment Management to investment advisers on their...more

Cohen & Gresser LLP

Top Disclosure and Governance Tips for 2014

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The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

Allen Matkins

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

Allen Matkins on

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

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