From the growing risks of climate change to a greater focus on diversity, equity and inclusion (DEI), and worker health and safety, several shifting dynamics are compelling companies to reorganize their environmental, social...more
In addition to the proposed rules regarding insider trading policies that we wrote about a few weeks ago, the Securities and Exchange Commission has also proposed amendments to its rules regarding disclosure about stock...more
Corporate Governance and Securities Law Developments -
Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance -
On October 1, the Delaware Court of Chancery refused to dismiss a...more
10/23/2019
/ Breach of Duty ,
Business Judgment Rule ,
Class Action ,
Clinical Trials ,
Compensation & Benefits ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Derivative Suit ,
Disclosure Requirements ,
Entire Fairness Standard ,
FDA Approval ,
Fiduciary Duty ,
Government Investigations ,
Human Capital ,
Institutional Investors ,
Merger Agreements ,
Mootness ,
Overboarding ,
Pharmaceutical Industry ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Standards ,
Reputational Injury ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Squeeze-Out Mergers ,
Termination ,
Venture Capital
On June 28, 2018, the Securities and Exchange Commission ("SEC") adopted amendments to the definition of "smaller reporting company" to expand the number of public companies that are eligible to provide scaled disclosure and...more
7/11/2018
/ Amended Regulation ,
Corporate Governance ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Financial Reporting ,
Financial Statements ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Threshold Requirements
Director compensation suits may survive a motion to dismiss in Delaware even if director compensation is within a shareholder-approved limit.
...more
Many issuers are currently either finalizing their first pay ratio disclosure, or are beginning the process of identifying their median employee. We developed a comprehensive step-by-step checklist with practice tips to help...more
On December 13, 2017, in Re Investors Bancorp, Inc. Stockholder Litigation ("Bancorp"), the Supreme Court of Delaware held that when stockholders have approved an equity incentive plan that gives the directors discretion to...more
On November 2, 2017, House Republicans released their much anticipated tax reform proposal, entitled the Tax Cuts and Jobs Act (the "Act"). If enacted, the Act would have a significant impact on the taxation of executive...more
11/7/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Executive Compensation ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Stock Options ,
Tax Code ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more
10/3/2017
/ C&DIs ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more
9/29/2017
/ C&DIs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Independent Contractors ,
Multinationals ,
New Guidance ,
Pay Ratio ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Statistical Sampling
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more