Performance Based Equity Compensation
Since the advent of “Say-on-Pay” over three years ago, the plaintiffs’ securities bar has attempted to rustle up claims relating to executive compensation matters discussed in proxy statements. The first wave against those...more
Item 5.07(d) of Form 8-K requires issuers to disclose “the company’s decision in light of such vote as to how frequently the company will include a shareholder vote on the compensation of executives in its proxy materials...more
In This Issue: Executive Summary; Chapter 1 - The Legislative And Regulatory Developments Shaping The Proxy Season; Chapter 2 Say-On-Pay; Chapter 3 Key Disclosure Considerations For Proxy Statements And Annual Reports;...more
Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more
PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more
Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy...more
Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more
In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more
As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more
The 2012 proxy season will likely be remembered as an evolutionary, rather than revolutionary, year at the corporate ballot box. Many of the trends seen in 2011—the first year of mandatory say-on-pay—continued in 2012, with...more
In This Edition: - Year-end Deadline for Correcting Section 409A Deferred Compensation Arrangements That Condition Payment on an Employee Release or Covenant: By December 31, 2012, all deferred compensation...more
Over the past several months, plaintiffs' lawyers have stepped up attacks on executive compensation disclosures in proxy statements. Although to date most of these attacks have been unsuccessful, the number of case filings is...more