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SEC Signals When It May Act on Clawback Rule Listing Standards: What Public Companies Need to Know

This week the Securities and Exchange Commission (SEC) extended its deadline for when the SEC must take action on the proposed listing standards to implement the executive compensation recovery rules (the Clawback Rules) to...more

NYSE and Nasdaq Propose Clawback Rule Listing Standards: What Public Companies Need to Know

Last year the Securities and Exchange Commission (SEC) adopted long-awaited executive compensation recovery rules (the Clawback Rules). Those Clawback Rules instructed national securities exchanges (such as NYSE and Nasdaq)...more

Q&A: What Do Public Companies Need to Know About the Universal Proxy Rules

On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rule and form amendments to the proxy rules, requiring the use of a “universal proxy card” in director election contests, and imposed new voting...more

Going Beyond Climate: A Closer Look at Environmental Proposals

ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics over the first half of 2022. As introduced in an...more

SEC Adopts Final Pay Versus Performance Disclosure Rule

On August 25, 2022, the SEC adopted a final rule implementing a provision of the Dodd-Frank Act of 2010 requiring public companies to provide clear disclosure of the relationship between executive compensation and company...more

ESG-Related Shareholder Proposals – Takeaways from the First Half of 2022

ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics in the last six months. We reviewed ESG-related...more

The SEC’s Proposed New Cybersecurity Disclosure Requirements: Key Takeaways for Issuers

The SEC has proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. We will discuss in a forthcoming post practical considerations and best practices that...more

Best Practices in ESG: Internal Management of Public Company ESG Programs

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

SEC’s Proposed Buyback Disclosure Rules: Actions Companies Should Consider Taking Now

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

CEO Pay Ratio Checklist

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

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

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

SEC Relaxes Pay Ratio Rules To Facilitate 2018 Proxy Disclosures

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

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