News & Analysis as of

Executive Compensation Compliance Proxy Statements

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

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

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

Harris Beach PLLC

New SEC Rules Will Require Disclosure of Hedging Policies

Harris Beach PLLC on

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

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

Orrick, Herrington & Sutcliffe LLP

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

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

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

Cohen & Gresser LLP

Top Disclosure and Governance Tips for 2014

Cohen & Gresser LLP on

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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