News & Analysis as of

Compensation & Benefits Securities Regulation

Morris, Manning & Martin, LLP

Potential Changes to SEC Executive Compensation Disclosure Framework

On June 26, 2025, the Securities and Exchange Commission (SEC) held a roundtable discussion on whether the current executive compensation disclosure framework for public companies can be improved....more

Carlton Fields

Takeaways from the SEC Roundtable on Executive Compensation Disclosure Rules

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On June 26, the Securities and Exchange Commission hosted a roundtable discussion about potential changes to existing executive compensation disclosure requirements. In the lively discussion, panelists representing issuers,...more

Jones Day

Could the SEC's Enforcement Spotlight Return to Executive Perks?

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The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more

Carlton Fields

Expect Focus - Volume II, May 2025

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Builder of Investment Models Deviates From Blueprints Employee’s Rogue Remodeling Costs Builder Plenty - The SEC’s recent order instituting administrative and cease-and-desist proceedings (OIP) against registered...more

Allen Matkins

Court Rules Compensation Package Offer Is Not A Security

Allen Matkins on

The definition of a "security" Section 25019 was modeled after the definition in Section 2(a)(1) of the Securities Act of 1933, albeit with some notable differences.  Both laws broadly define the term and therefore cover a...more

Saul Ewing LLP

Correcting Liquidity, Valuation, or Transfer Problems With OTC-Traded Stocks in Retirement Plans to Minimize Enforcement and...

Saul Ewing LLP on

Over 8,000 stocks trade on American stock exchanges, but billions of dollars in daily trades in these listed stocks and 12,000 more unlisted (non-exchange-traded) stocks occur outside of an exchange in Over-The-Counter...more

Barnea Jaffa Lande & Co.

Approving a remuneration policy and paying remuneration to senior officers while overruling the general meeting’s opposition

Last month, the State Attorney-General and the Israel Securities Authority published their positions with regard to the overruling mechanism. The context relates to the requirement for public companies and private companies...more

Mayer Brown Free Writings + Perspectives

The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and...more

Lowenstein Sandler LLP

Clawbacks and Incentive-Based Compensation: How to Prepare for the New NASDAQ and NYSE Requirements

Lowenstein Sandler LLP on

In today’s episode of “Just Compensation,” Kate Basmagian, partner in Lowenstein’s Capital Markets & Securities group and chair of the firm's ESG group; Christine Osvald-Mruz, partner in the Employee Benefits & Executive...more

Mayer Brown Free Writings + Perspectives

REIT External Managers Avoid Clawback Policy Requirement

On June 9, 2023, the Securities and Exchange Commission approved the clawback listing standards proposed by the New York Stock Exchange and The Nasdaq Stock Market, each as required by SEC Rule 10D-1.  Listed companies have...more

Thomas Fox - Compliance Evangelist

Executive Compliance Comp and Compliance: From Incentives to Clawbacks

There are two problems that every company must deal with at the intersection of executive compensation and compliance. The first is the presence of perverse incentives within organizations, where executives are often...more

Wyrick Robbins Yates & Ponton LLP

SEC Approves NYSE and Nasdaq Clawback Listing Standards

As previously reported, NYSE and Nasdaq filed proposed listing standards with the Securities and Exchange Commission (“SEC”) earlier this year to implement the SEC’s rule requiring most publicly traded companies to adopt a...more

Troutman Pepper Locke

Clawback Policies Required by December 1

Troutman Pepper Locke on

The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more

Holland & Knight LLP

NYSE, Nasdaq Amend Proposed Listing Standards Related to Clawbacks

Holland & Knight LLP on

The New York Stock Exchange (NYSE) on June 5, 2023, filed an amendment to its incentive compensation clawback listing standard originally proposed in February 2023. The Nasdaq Stock Market followed suit and filed an analogous...more

Mayer Brown Free Writings + Perspectives

NYSE and NASDAQ Propose October 2, 2023 Effective Date to Clawback Listing Standards

On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more

Wyrick Robbins Yates & Ponton LLP

NYSE and Nasdaq Adopt Proposed Listing Standards to Implement Clawback Rules

As we previously reported, last October, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from...more

Mayer Brown Free Writings + Perspectives

NYSE and Nasdaq Propose Clawback Listing Standards

The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not...more

Mayer Brown Free Writings + Perspectives

Clawback Rule Guidance

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

Mayer Brown Free Writings + Perspectives

SEC Reopens Clawback Comment Period…Again

On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At...more

Mayer Brown Free Writings + Perspectives

The SEC’s Pay-versus-Performance Disclosure Proposal is Back

On January 27, 2022, the US Securities and Exchange Commission (SEC) reopened the comment period for the proposed “pay-versus-performance” rules mandated by the Dodd-Frank Act, which would require disclosure of information...more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Proposed Rules on Rule 10b5-1 Plans and Insider Trading

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).  Comments to the proposal are due within 45 days after...more

Mayer Brown Free Writings + Perspectives

2022 Proxy and Annual Report Season: The Time to Get Started Is Now

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more

Stinson - Corporate & Securities Law Blog

SEC Brings Charges for Failure to Disclose Perks

The Securities and Exchange Commission announced settled charges against an Oklahoma-based gas exploration and production company, Gulfport Energy Corporation, and its former CEO, Michael G. Moore, for failing to properly...more

Mintz Edge

"Gig" Workers May Become Eligible to Receive Equity Compensation

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The Securities and Exchange Commission (the “SEC”) recently voted to propose temporary rules to permit companies to provide equity compensation to certain workers known as “gig” or “platform” workers....more

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