On June 26, 2025, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure requirements with representatives from public companies, investors, industry groups and advisors. In his...more
On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more
1/20/2025
/ Comment Period ,
Compensation & Benefits ,
Corporate Governance ,
Final Rules ,
Income Taxes ,
IRS ,
Proposed Regulation ,
Proposed Rules ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Tax Legislation ,
Tax Planning ,
Tax Reform
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
11/21/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more
6/19/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed companies to adopt clawback...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and...more
As discussed in our March 23, 2020, client alert “Recommendations for Compensation Committees During the COVID-19 Crisis,” compensation committees charged with implementing programs intended to incentivize and retain...more
As discussed in our March 20, 2020, client alert “Thoughts for Boards of Directors on the COVID-19 Crisis,” COVID-19 is testing the oversight skills of boards of directors as companies come to terms with the new normal in the...more
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders