News & Analysis as of

Proxy Statements

Division of Corporation Finance Issues New Proxy Guidance

by Morgan Lewis on

Updated for the first time in more than a decade, the new guidance for proxy rules and statements provides significant changes to certain disclosure requirements in the context of proxy solicitations....more

SEC Issues FAQs on Compensation Plan Proposals Included in Proxy Statements

The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations. ...more

Blog: Corp Fin updates CDIs for proxy rules and proxy statements

by Cooley LLP on

For quite a while, the CDIs related to the proxy rules and proxy statements have been a bit of a hodge-podge of different sources and supplements. There were even interpretations extant from the ancient Telephone...more

Director Compensation Litigation and Governance Updates: Three Things Every Public Company Director Should Know

Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit. ...more

Behind the SEC Curtain - Practical Tips for Interacting with the SEC Staff

by Bass, Berry & Sims PLC on

I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.” The...more

You’ve Disclosed Your Pay Ratio…Now Time to Check Your State & Local Taxes

by McGuireWoods LLP on

Many of us in the executive compensation field have been busy these past few months preparing proxy statements and corresponding executive compensation disclosures. Now that the crush of proxy season is largely behind us,...more

ISS Updates FAQs on U.S. Proxy Voting Research and Policies

ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more

Don’t Overlook the SEC’s Cybersecurity Governance Guidance

In late February, the SEC approved what it labeled “Guidance on Public Company Cybersecurity Disclosures.” And, sure enough, about three-quarters of its 24 pages focus on the various categories and locations of cybersecurity...more

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....more

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more

NYSE Eliminates Proxy Statement Paper Filing Requirement for Proxy Materials

by Goodwin on

The Securities and Exchange Commission has approved a New York Stock Exchange proposal to eliminate the requirement to send hard copies of proxy materials to the NYSE if the proxy materials are available on the SEC’s EDGAR...more

Considerations for the 2018 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more

SEC Issues Interpretive Guidance on Cybersecurity Disclosures

On February 21, 2018, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release providing guidance for public companies relating to disclosures of cybersecurity risks and incidents. Although the...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

by Mintz Levin on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Last call! SEC’s pay ratio rule effective for 2018 proxy statements

The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to...more

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

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

NC Business Court Approves Another Disclosure Only Class Action Settlement

by Brooks Pierce on

Judge Gale's approval last week of a class action settlement, in In re Krispy Kreme Doughnuts, Inc. Shareholder Litigation, 2018 NCBC 1 gives me another opportunity to rail against disclosure only settlements. You know that I...more

Blog: Are graphics really good?

by Cooley LLP on

Is it just me? Am I the only one that finds having to decipher a load of graphics in a proxy statement to be somewhat daunting on occasion? Inclusion of graphics in lieu of copious text has been almost de rigueur in proxy...more

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

SEC Denies No Action Request Despite Board Analysis under SLB 14I

Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations under Rule 14a-8(i)(7)....more

Blog: Assessing Impact Of Major Tax Law Change, If Enacted, On Financial Statements On A Timely Basis Would Present Huge Challenge

by Cooley LLP on

The potential passage of the new tax bill is giving some finance departments conniptions, according to Bloomberg BNA, and they’re hoping that the SEC will address the problem. The SEC? Yes. While companies are happy to see...more

Proxy Season is Coming

by Locke Lord LLP on

The 2018 proxy season is almost upon us. This QuickStudy recaps some important policy updates and new disclosure requirements to keep in mind as proxy preparations begin in earnest this winter....more

Alert: Equilar Peer Submission Process Now Open

by Cooley LLP on

Glass Lewis uses Equilar Market Peers to analyze companies' executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more

Alert: ISS Peer Group Submission Process for 2018 Annual Meetings

by Cooley LLP on

Each year, Institutional Shareholder Services (ISS) constructs its own peer groups to analyze companies' executive pay and relative company performance. In doing so, it takes into account each company's self-selected peer...more

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