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
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
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
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
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 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 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
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
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 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