On February 10, the US Securities and Exchange Commission (SEC) issued 15 new Compliance and Disclosure Interpretations (C&DIs) to implement the "pay versus performance" (PvP) disclosure rules that were adopted on August 25,...more
On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more
In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more
As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more
We have prepared this guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus Performance” (“PVP”) Rules. On Aug. 25, 2022, after a twelve-year delay, the SEC adopted rules implementing Section...more
A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more
On August 25, 2022, the Securities and Exchange Commission adopted pay versus performance disclosure rules originally mandated by the Dodd-Frank Act 12 years ago. These rules require public companies to disclose the...more
More than twelve years ago, the Dodd-Frank legislation directed the SEC to issue a rule that requires issuers to provide, among other things, information that shows “the relationship between executive compensation actually...more
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more
On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule. The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act. That...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more
In an era where TikTok stars outearn scores of CEOs of top earning publicly traded companies, executive compensation is no less important to the investing public or to companies striving to attract and retain top talent....more
The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to...more
As the economic repercussion of the COVID-19 pandemic is becoming increasingly severe, employers should consider its potential impact on the design and administration of various compensation and employee benefit arrangements....more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
On August 21, 2018, the Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-68, which provides eagerly awaited guidance for changes that were made to Section 162(m) of the Internal Revenue Code...more
As much has been written regarding the repeal of the performance-based exception to the $1 million dollar deduction limitation under Code Section 162(m) under the Tax Cuts and Jobs Act (the Act), we have highlighted certain...more
SS has published updates of the following documents: - U.S. Equity Compensation Plans – Frequently Asked Questions...more
On December 20, Institutional Shareholder Services (ISS) published updated FAQs regarding its proxy voting policies and procedures. The updated FAQs address, among other things, ISS’ policies for evaluating executive...more