Five Tips for a New Public Company Director
Exploring Carried Interest in Upper Tier Private Equity Structures — PE Pathways
FCPA Compliance Report: The Power of Peer Support and Purpose Driven Leadership with Sarah Cole
Ensuring Success with Executive Agreements
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
TRAs: Benefits, Complexities (and Private Jets) Explained with Tax Attorney David Peck
Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast
DE Under 3: FAR Council Seeks to Require Federal Contractors to Report First-Tier Subcontractor Information, Including Potentially Executive Compensation Data
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 – Top-Hat Plans — Special Edition Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 - Health and Welfare Plan Developments — Special Edition Podcast
Employee Benefits and Executive Compensation: Getting Ready for 2024 - Qualified Plans — Special Edition Podcast
Navigating Noncompetes: A Comprehensive Guide – Part 1 – Hiring to Firing Podcast
December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
PODCAST: Williams Mullen's Benefits Companion - Partial Plan Terminations
PODCAST: Williams Mullen's Benefits Companion - Using Equity Incentives to Attract and Retain Key Team Members
Podcast: California Employment News - The Executive Pay Exemption
California Employment News: The Executive Pay Exemption
The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission
On 5 June 2025, the GC100 and Investor Group published an updated version of their Directors’ Remuneration Reporting Guidance. This revision reflects evolving best practices and incorporates changes introduced by the...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more
Under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders that beneficially own more than five percent of an issuer’s outstanding publicly traded voting equity...more
Recently issued interpretive guidance from the SEC staff offers some answers for companies that find themselves having to decide whether and when to check one or both of the boxes on Form 10-K related to financial...more
Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more
On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
In this edition of UK Equity Capital Markets Insights, we report on legislative proposals to simplify and streamline directors’ remuneration reporting; updated and consolidated guidance from the UK Financial Reporting Council...more
Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more
While the U.S. Department of Justice’s Criminal Division published its fourth version of its “Evaluation of Corporate Compliance Programs (ECCP)” guidance more than six months ago now, the insights that in-house counsel and...more
The U.S. Department of Justice (DOJ) announced Friday a three-year pilot program related to its continued efforts to hold individuals directly accountable for corporate wrongdoing. The two-pronged program incentivizes...more
Most reporting companies are required to provide pay versus performance disclosure in their 2023 proxy statements as a result of rules finalized by the Securities and Exchange Commission in September 2022....more
CEP Magazine - December 2022 - In September, U.S. Department of Justice (DOJ) Deputy Attorney General Lisa O. Monaco announced new guidelines the department will use in connection with criminal enforcement. Those...more
In prepared remarks delivered on Dec. 1, Acting Principal Deputy Assistant Attorney General Nicole Argentieri indicated that the Department is considering new guidance for its revised corporate criminal enforcement policy,...more
In its latest move to press for stronger regulation of executive compensation, on November 29, 2021, the U.S. Securities and Exchange Commission announced staff accounting guidance on share-based executive compensation awards...more
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
This Client Advisory summarizes developments in the law governing employee benefit plans prompted by the COVID-19 pandemic. We explain what these developments mean for plan sponsors and highlight the need to adopt plan...more
As we previously reported in prior S&W Benefits Updates (links below), the executive compensation related challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations,...more
ISS recently published FAQ guidance addressing how it will approach COVID-related pay decisions under its pay-for-performance qualitative evaluation. The guidance reflects feedback from discussions with investors and its...more
During the past year, the Securities and Exchange Commission (SEC) adopted a number of amendments to its rules and regulations and issued additional guidance that will impact the Form 10-Ks and proxy statements that public...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more
In November 2017, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy...more
The U.S. Securities and Exchange Commission (SEC) released its Shareholder Proposals: Staff Legal Bulletin 14J on Rule 14a-8 earlier this week, following its November 2017 Staff Legal Bulletin 14I. This most recent Staff...more
On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder...more
On August 21, the IRS issued Notice 2018-68, Guidance on the Application of Section 162(m) ("Notice"). Internal Revenue Code ("Code") Section 162(m) places a limitation on the amount publicly traded companies are permitted to...more