News & Analysis as of

Shareholders Executive Compensation Disclosure Requirements

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

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

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

The SEC’s New “Pay Ratio Disclosure” Rule and What It Means for Your Company

In August of 2015, the U.S. Securities and Exchange Commission (SEC) issued the Pay Ratio Disclosure Final Rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to...more

SEC Approves Final Rules for Pay Ratio Disclosure

by Holland & Knight LLP on

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

New Compensation Disclosures for Public Companies

by Littler on

The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

A Plain English Guide to the SEC's Compensation Clawback Rules

As accounting restatements occur relatively infrequently, and the severity is often modest, the proposed “clawback” rules represent more of a "check the box" compliance activity than a real enforcement threat....more

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

by Dechert LLP on

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

SEC Proposes Broad Executive Compensation Clawback Rules in Connection with Accounting Restatements

Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more

Who is responsible for risk? As we continue to untangle the impact of the financial crisis, companies are finally asking who...

by White & Case LLP on

Prior to the financial crisis, risk management was often a box-ticking exercise of little or no interest to executives. Since then, however, it has climbed to the top of the boardroom priority list. The fall of Lehman...more

"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

In Case You Missed It - Interesting Items for Corporate Counsel - June 2015

by Stoel Rives LLP on

The SEC’s Division of Economic and Risk Analysis issued analysis on the “potential effect on pay ratio disclosure of exclusion of different percentages of employees at a range of thresholds.” Without even trying to follow the...more

SEC Update

by Snell & Wilmer on

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

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Two Recent Say-On-Pay Decisions

Courts have recently rendered two say-on-pay decisions. ...more

Court Strikes Down Shareholder Suit Challenging Compensation Disclosures

by Reed Smith on

On August 2, 2013, a California Superior Court struck down a putative class action brought by shareholders challenging compensation disclosures in a proxy statement in connection with an advisory “say-on-pay” vote....more

Examples Of Disclosures Regarding Conflict Free Compensation Advisors

New S-K Item 407(e)(3)(iv) provides that if any compensation consultant has played a role in determining or recommending the amount or form of executive and director compensation, and the consultant’s work has raised any...more

The Dodd Frank Act: A Guide to the Corporate Governance, Executive Compensation, and Disclosure Provisions

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”)1 became law on July 21, 2010. The primary purpose of the Act is to identify and manage threats to the stability of the nation’s financial system, such...more

18 Results
|
View per page
Page: of 1
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.