News & Analysis as of

Executive Compensation CEOs Dodd-Frank Wall Street Reform and Consumer Protection Act

McCarter & English, LLP

SEC Adopts New Executive Compensation Clawback Rules for Public Companies

On November 28, 2022, the Securities and Exchange Commission (the SEC) published final clawback rules (the Final Rules) in response to the long-standing requirement under Section 954 of the Dodd-Frank Wall Street Reform and...more

NAVEX

Renewed Focus on SOX 304 Compliance Stresses Need for Culture of Compliance, Executive Accountability

NAVEX on

The Department of Justice and the Securities and Exchange Commission have signaled in recent months that they have reinvigorated their focus on executive compensation claw backs, urging companies to adopt compensation...more

Husch Blackwell LLP

The SEC's Long-Delayed Dodd-Frank Pay-Versus-Performance Disclosure Requirements Have Finally Arrived

Husch Blackwell LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted the pay-versus-performance disclosure requirements that had been in the works for years. The SEC originally proposed pay versus performance rules...more

BakerHostetler

SEC Adopts Dodd-Frank Act Pay-Versus-Performance Rules

BakerHostetler on

Key Takeaways - ..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more

Cozen O'Connor

SEC Adopts Pay Versus Performance Disclosure Rules Seven Years After Original Proposal

Cozen O'Connor on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final disclosure rules implementing the pay versus performance requirement of the Dodd-Frank Act for most reporting companies. The SEC originally...more

McDermott Will & Emery

New SEC Rules Heighten Scrutiny Over Executive Pay

McDermott Will & Emery on

On August 25, 2022, the US Securities and Exchange Commission (SEC) adopted final rules imposing new mandatory “pay for performance” disclosures for most public companies (foreign private issuers, emerging growth companies...more

Stinson - Corporate & Securities Law Blog

Examples of 2019 Pay Ratio Disclosures

Set forth below are examples of pay ratio disclosures from recently filed proxies where registrants chose to rely on the median employee identified in the prior year....more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

Kilpatrick

Annual Total Compensation under the Pay Ratio Disclosure Rule

Kilpatrick on

Although adopted back in 2015, the SEC’s pay ratio disclosure rule has been receiving a lot of attention lately, as companies grapple with it for the first time during the 2018 proxy season. The rule was mandated by the...more

Cooley LLP

Blog: Want A Preview Of Pay-Ratio Disclosure? Equilar Releases Pay-Ratio Survey Data

Cooley LLP on

Equilar has just released the results of an anonymous survey of public companies, with 356 respondents, which asked these companies to indicate the CEO-employee pay ratios they anticipated reporting in their 2018 proxy...more

Allen Matkins

Were The SEC’s Pay Ratio Rule Efforts Valiant?

Allen Matkins on

James D.C. Barrall recently published a listing of ten consensuses on CEO pay ratio planning. He begins with the following...more

Stinson LLP

SEC Issues Proposed Rules to Modernize and Simplify Regulation S-K

Stinson LLP on

The SEC has proposed amendments to Regulation S-K and related rules and forms. The proposed amendments are based on SEC staff recommendations in a report that was required by Section 72003 of the Fixing America’s Surface...more

Smith Anderson

SEC Issues New Guidance on Pay Ratio Rule, Emphasizing “Flexibility” of Median Employee Pay Calculation

Smith Anderson on

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the...more

Perkins Coie

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Hogan Lovells

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

Hogan Lovells on

On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

Akin Gump Strauss Hauer & Feld LLP

Updated SEC Guidance Emphasizes Flexibility in Complying with Pay Ratio Disclosure Rule

Beginning in 2018, U.S. public companies will generally need to comply with the pay ratio disclosure rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that each such company disclose the...more

Proskauer - Tax Talks

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

Proskauer - Tax Talks on

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more

Stinson LLP

SEC Eases Pay Ratio Rule

Stinson LLP on

Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more

Womble Bond Dickinson

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

Womble Bond Dickinson on

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

Proskauer - Tax Talks

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

Cooley LLP

Blog: Will Pay-Ratio Disclosure Benefit Investors?

Cooley LLP on

One of the arguments that has often been used to oppose the Dodd-Frank pay-ratio provision is that the rule does not really provide information that benefits investors; instead, the argument goes, the real animus for the rule...more

Fenwick & West LLP

CEO Pay Ratio Rule – Start Preparing Now - Little Likelihood of Repeal or Delay of the CEO Pay Ratio Rule

Fenwick & West LLP on

Despite many predictions that the CEO pay ratio rule would be repealed, or at least delayed, there is no indication that any such relief will be provided to reporting companies. It appears, at least for now, that the CEO pay...more

Bradley Arant Boult Cummings LLP

Reconsider the Ratio: SEC Acting Chair Calls Pay Ratio Rule into Question

Acting Chairman of the Securities and Exchange Commission Michael Piwowar recently told Bloomberg in an interview that, pending confirmation of President Trump’s successor for chair of the SEC, the commission was “not going...more

Cooley LLP

Blog: A City Takes On CEO Pay It Considers “Disproportionate” — Will Others Follow Suit?

Cooley LLP on

The NYT reports on an effort by one city to address income inequality by imposing a surtax on companies that pay their CEOs more than 100 times the median pay of their rank-and-file workers. According to the article, on...more

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