News & Analysis as of

Equity Compensation Securities and Exchange Commission (SEC) Corporate Governance

Skadden, Arps, Slate, Meagher & Flom LLP

2025 Annual Meeting Filing and Disclosure Reminders

When finalizing proxy materials for annual shareholder meetings, we recommend that companies consider the recent changes to proxy disclosure requirements and other disclosure trends summarized in our December 11, 2024, client...more

BCLP

Don’t Forget Accounting Rules When Accelerating Vesting of Stock-Based Awards

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Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more

BCLP

Time to Get Ready for the 2024 Reporting Season

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As companies look ahead to the upcoming proxy and annual report season, the SEC has generated a number of new items to add to your compliance checklist – in addition to those covered in last year's list. Those items, along...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

Morgan Lewis - ML Benefits

Steps to Successful Equity Plan Approval (Part 1: Steps 1–8)

Seeking shareholder approval of an equity compensation plan has become a multi-step, often complex process. Gone are the days when management simply would discuss a share increase with the board of directors, and the company...more

BCLP

2022 Proxy Season - More Quick Hits

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In our November 2, 2021 blog post, we highlighted a number of considerations for the 2022 proxy season. Based on recent developments, the following are some additional items...more

WilmerHale

SEC Adopts SAB 120 to Address Spring-Loaded Compensation Awards

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Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more

BCLP

SEC Tightens Accounting for “Spring-Loaded” Equity Awards

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Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more

BCLP

Securities and Corporate Governance Update – March 2019

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SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases - In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more

BCLP

Securities and Corporate Governance Update – August 2018

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This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition we review... ...more

White and Williams LLP

SEC Enforcement Action Shines Light on Equity-Based Compensation Disclosure Compliance of Private Companies

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On March 12, 2018, the US Securities and Exchange Commission (SEC) brought an action against Credit Karma, Inc., a Silicon Valley-based fintech company, for issuing stock options to its employees in violation of US securities...more

Latham & Watkins LLP

Coming to America – A Guide for FPIs

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In this Issue: - The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - Chapter 1: Background - Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and...more

Morgan Lewis

ISS Releases Four Sets of FAQs, Glass Lewis Provides an Update, and FASB and IASB Make Certain Decisions Relevant to Equity...

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Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis have both released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

Dorsey & Whitney LLP

Preparing for the 2015 Proxy Season

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Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more

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