The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer...more
On December 15, 2021, the Securities and Exchange Commission announced that it proposed amendments that would impose new conditions on the availability of the Rule 10b5-1 affirmative defense, as well as new disclosure and...more
On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would...more
On December 18, 2018, the SEC voted to adopt – finally – a proposal, initially released in 2015, to implement section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Section 955 mandated...more
At the end of June, the SEC voted unanimously to amend the definition of "smaller reporting company," or SRC, allowing more companies to take advantage of the scaled disclosures permitted, on an item-by-item basis, for...more
On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision.
The pay-ratio provision mandates...more
8/27/2015
/ Acquisitions ,
CEOs ,
COLA ,
Compliance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Exemptions ,
Final Rules ,
Inflation Adjustments ,
Median Employee ,
Non-US Entities ,
Pay Ratio ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On July 1, 2015, the SEC issued a proposal to implement the last of the compensation-related provisions of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act that remained untouched on the SEC's plate—Section...more
7/27/2015
/ Clawbacks ,
Compliance ,
Dodd-Frank ,
Executive Compensation ,
Federal Register ,
Form 10-K ,
GAAP ,
Pay-for-Performance ,
Proxy Statements ,
Regulation S-K ,
Rule 10D-1 ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Total Shareholder Return (TSR) ,
W-2 ,
XBRL Filing Requirements
On April 29, 2015, the SEC voted to propose rules requiring public companies to disclose the relationship between compensation actually paid and company financial performance. The proposal comes almost five years after the...more
After years of releases, roundtables and recommendations, the SEC's Divisions of Investment Management and Corporation Finance have posted Staff Legal Bulletin No. 20, "Proxy Voting Responsibilities of Investment Advisers and...more