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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

Proskauer - Employee Benefits & Executive...

ISS and Glass Lewis Announce Compensation-Related Updates For 2025 Proxy Season

Recently, Institutional Shareholder Services (“ISS”) released updates to its voting policies for 2025, including new and updated responses to its Compensation Policies FAQs and new Value-Adjusted Burn Rate Benchmarks (based...more

Perkins Coie

BlackRock’s US Proxy Voting Guidelines Updates

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BlackRock recently published its updated “Proxy Voting Guidelines for Benchmark Policies - U.S. Securities” for the 2025 proxy season, along with its 2025 “Global Principles for Benchmark Policies” and “Engagement Priorities...more

Skadden, Arps, Slate, Meagher & Flom LLP

ISS Issues Updated FAQs on US Executive Compensation Policies for 2025

On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after...more

BCLP

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

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The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...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

K&L Gates LLP

Keeping Up With the Times: SEC Proposes to Modernize Ability of Companies to Grant Equity Compensation

K&L Gates LLP on

Introduction - On 24 November 2020, the Securities and Exchange Commission (SEC) proposed rules that would significantly modernize and simplify the ability of companies to grant equity compensation to their workers under...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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Solicits Comment on Modernizing the Rules and Forms for Stock-Based Compensation

On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more

Harris Beach Murtha PLLC

SEC Amendment to Rule 701 May Expand the Use of Equity Compensation by Private Companies

The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more

Parker Poe Adams & Bernstein LLP

Beefing Up Director Compensation Disclosures

With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures. Changes in director compensation arrangements. ...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

Snell & Wilmer

SEC Update

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PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

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