The FAQs offer practical advice for listed companies implementing compliant policies. Key Points: ..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...more
On April 24, 2023, the US Securities and Exchange Commission (the SEC) designated Sunday, June 11, 2023, as the date by which it would either approve or disapprove the executive compensation recovery — or clawback — rules...more
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
The U.S. Securities and Exchange Commission (SEC) has adopted final rules that will require significant new disclosures in proxy and information statements about the relationship between executive compensation actually paid...more
On December 18, 2020, the Internal Revenue Service and Treasury Department issued final regulations under section 162(m) of the Internal Revenue Code, following proposed regulations issued in December 2019. The final...more
Terminating a CEO “for cause” requires that the board of directors (“Board”) of the employer focus on two questions – What is the applicable standard for cause? Do the facts and circumstances satisfy this applicable standard?...more
The United States continues to be the destination of choice for many non-U.S. companies looking to go public. Active trading, superior liquidity, attractive valuations for growth companies and a deep pool of sophisticated...more
The Internal Revenue Service (“IRS”) recently proposed Regulation 122180-18 (the “Proposed Regulations”) to implement the amendments found in the Tax Cuts and Jobs Act of 2017 (the “Act”)1 to Section 162(m) of the Internal...more
Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation. Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more
Section 162(m) of the Internal Revenue Code disallows a deduction by any publicly held corporation for applicable employee remuneration paid with respect to any covered employee to the extent that remuneration for the taxable...more
The Tax Cuts and Jobs Act of 2017 (TCJA) made significant changes to Section 162(m) of the Internal Revenue Code (Section 162(m)), expanding the scope of individuals and entities subject to Section 162(m), in addition to...more
In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more
The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more
On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a rule directing national securities exchanges and associations to establish listing standards that require public companies to adopt and enforce a...more
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