Securities Exchange Act, Disclosure Requirements, Executive Compensation

Fashion Retailer Failed to "Express" $1M in Perks But Skirts Civil Penalties

Holland & Knight LLP on 1/31/2025

Like a fashion trend that never fails to come back in style (we look fabulous in baggy jeans, btw), we're revisiting SEC enforcement actions involving public company executive perquisites – or "perks" – a topic we have...more

IRS Issues New Proposed Regulations Under 162(m)

Nutter McClennen & Fish LLP on 1/22/2025

On January 14, 2025, the Internal Revenue Service (the “IRS”) issued new proposed regulations under section 162(m) of the Internal Revenue Code (the “Code”), supplementing regulations already in effect. Under section 162(m),...more

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on 1/15/2025

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

BCLP on 12/19/2024

On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more

SEC Enforcement charges Express for failure to disclose CEO perks

Cooley LLP on 12/19/2024

The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on 6/29/2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Form N-PX “Say on Pay” Disclosure Requirement for 13F Filers Will Become Effective July 1, 2024

Latham & Watkins LLP on 6/13/2023

Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

The SEC Incentive-Based Compensation Clawback Rule is now effective

Kennedys on 2/3/2023

On January 27, 2023, the SEC’s new Executive Compensation Clawback Rules became effective. The rules require listed companies to: (1) develop and implement a policy to recover erroneously awarded incentive-based compensation...more

SEC Settlement With McDonald's and Ex-CEO Signals Potential Expansion of Executive Compensation Disclosure Requirements

Troutman Pepper Locke on 1/30/2023

On January 9, the Securities and Exchange Commission (SEC) announced that it had reached a settlement with McDonald’s and its former CEO, Stephen Easterbrook, for charges stemming from McDonald’s 2019 termination of...more

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on 1/25/2023

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Reminders for the 2023 Annual Report and Proxy Season

Smith Anderson on 1/19/2023

As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Preparing for the 2023 Proxy Season

Morrison & Foerster LLP on 12/27/2022

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

SEC adopts “clawback” rules for erroneously awarded executive compensation

Eversheds Sutherland (US) LLP on 11/29/2022

On October 26, 2022, the Securities and Exchange Commission (the SEC) approved final rules (the Clawback Rules) requiring publicly traded companies to develop, implement and disclose policies providing for recovery, or...more

SEC Issues Long-Awaited Rule on Clawback of Executive Compensation

Vinson & Elkins LLP on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1, a rule requiring companies to recover erroneously awarded incentive-based compensation based on mistakes in the companies’ financial...more

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more

How to Navigate the SEC’s New Clawback Rules

Latham & Watkins LLP on 11/4/2022

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

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on 11/2/2022

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

SEC Adopts Rules Requiring Compensation Clawback Policies

Sullivan & Worcester on 10/27/2022

The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more

SEC Adopts Final “Pay Versus Performance” Rules

Vinson & Elkins LLP on 9/14/2022

On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more

U.S. Capital Markets Regulations Affecting U.S. Companies

Pillsbury Winthrop Shaw Pittman LLP on 8/11/2021

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

Dollars and Sense: How to Integrate ESG into Compensation Programs

Womble Bond Dickinson on 7/6/2021

On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more

SEC Focus on Executive Perk Disclosure Continues

Foley Hoag LLP - Public Companies & the Law on 7/13/2020

In June 2020, the Securities and Exchange Commission settled charges with insurance company Argo Group International Holdings, Ltd. for failing to disclose perks and benefits received by its former chief executive officer....more

“Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for...

Sheppard Mullin Richter & Hampton LLP on 8/21/2018

Last month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission...more

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