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Publicly-Traded Companies Directors Executive Compensation

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

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Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more

BCLP

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

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As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Wilson Sonsini Goodrich & Rosati

SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more

Latham & Watkins LLP

Recent Developments for Directors - February 2023

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SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes

On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous...more

The Volkov Law Group

DOJ’s Perspective on Clawbacks and Deferred Compensation Systems (Part III of III)

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DOJ’s decision to examine corporate compensation programs as an important part of a compliance program should be welcomed.  DOJ’s initiative asks a very good question – how can incentives and disincentives be used to promote...more

Katten Muchin Rosenman LLP

SEC Adopts Mandatory Rules for Clawing Back Incentive-Based Compensation: Questions and Answers for Public Companies and Best...

On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Clawback Rules

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more

Allen Matkins

SEC Reopens Comment Period On Deeply Flawed Proposed Claw-Back Rules

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Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to...more

Perkins Coie

Preparing for the 2022 Public Company Reporting Season

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During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its...more

Dechert LLP

The Companies (Miscellaneous Reporting) Regulations 2018

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In addition to the revised corporate governance code published by the Financial Reporting Council in July 2018 (the “Code”) (which applies to accounting periods beginning on or after 1 January 2019), new legislative reporting...more

Thomas Fox - Compliance Evangelist

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Wilson Sonsini Goodrich & Rosati

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

Bradley Arant Boult Cummings LLP

Nasdaq Rule Requiring Disclosure of Director “Golden Leash” Compensation Goes into Effect August 1, 2016

A new requirement that Nasdaq-listed companies disclose certain payments made to directors by third parties is scheduled to go into effect on August 1, 2016. The new rule targets so-called “golden leash” payments made to...more

Morrison & Foerster LLP

SEC Approves Nasdaq Rule Requiring Public Disclosure of Payments to Directors by Third Parties

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

Skadden, Arps, Slate, Meagher & Flom LLP

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

Dechert LLP

The Claws Are Out – SEC Proposes Clawback Regulations Under Dodd-Frank

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Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Securities and Exchange Commission (“SEC”) has issued the last of its proposed rules to implement the...more

Faegre Drinker Biddle & Reath LLP

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Snell & Wilmer

Lessons Learned in 2012

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As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

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