We issued a step-by-step guide entitled An Analysis of the SEC’s Pay Versus Performance Rules on December 14, 2022. We prepared that guide to assist our clients as they prepare to implement the SEC’s new “Pay Versus...more
Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the "pay-versus-performance" disclosure requirement called for under Section 953(a) of the Dodd-Frank Wall Street Reform...more
The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not...more
The Securities and Exchange Commission (the “SEC”) has adopted final rules requiring additional disclosures on the relationship between executive compensation and financial performance. SEC disclosure counsel should...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
On August 25, 2022, the Securities and Exchange Commission finally adopted amendments to its rules mandated by the Dodd-Frank Act in 2010 and first proposed in 2015 that will require public companies to disclose information...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
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
The focus on quantifying LIBOR exposure and related disclosure requirements may be a ‘red herring.’ The real issues are (i) whether the LIBOR transition is merely an excuse to change the effective interest rates of financial...more
Late Friday, the SEC announced that its Spring 2021 Regulatory Flexibility Agenda—both short-term and long-term—has now been posted. And it’s a doozy. According to SEC Chair Gary Gensler, to meet the SEC’s “mission of...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
The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers....more
The following update highlights recent corporate governance hot topics and trends for directors of public companies. Board Oversight of Mission-Critical Risks - In June 2019, the Delaware Supreme Court allowed a Caremark...more
U.S. DEVELOPMENTS - SEC and NYSE/Nasdaq Developments - SEC Proposes to Expand “Testing the Waters” Exemption to Permit Pre-Offering Communications - On 19 February 2019, the Securities and Exchange Commission...more
SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more
Happy holidays and happy new year everyone! On Tuesday, the SEC finally dredged up the 2015 proposal to implement section 955 of Dodd-Frank regarding hedging disclosure in proxy statements and, without an open meeting,...more
Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more
Well, we’re more than half-way through the year, Independence Day has come and gone, the 2018 proxy season is closer than it used to be, and we still don’t know whether pay ratio disclosures will go away. A brief...more
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
As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more
The SEC is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of...more