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Maynard Nexsen

A New Chapter in Shareholder Engagement?  What the SEC’s Revised Schedule 13G/D Guidance Means for Public Companies

Maynard Nexsen on

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

Vinson & Elkins LLP

Executive Compensation Under the New Administration

Vinson & Elkins LLP on

President-elect Donald Trump’s impending return to power on January 20, 2025, has created uncertainty and challenges for proxy advisory firms, such as ISS and Glass Lewis, which provide voting recommendations to investors on...more

Cooley LLP

Are ESG performance metrics in comp plans just a layup with little impact?

Cooley LLP on

There’s been a lot of attention lately to the use of ESG metrics as incentives in executive compensation, perhaps because the concept of ESG has become something of a lightning rod in the political landscape—particularly...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

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

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

BakerHostetler on

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more

Cooley LLP

SEC approves NYSE and Nasdaq delay of timing of clawback policy compliance

Cooley LLP on

Last week, both the NYSE and Nasdaq filed with the SEC amendments delaying until October 2 the effective dates of their proposed listing standards requiring listed issuers to develop and implement clawback policies. On...more

Cadwalader, Wickersham & Taft LLP

RBC Incorporates Climate Priorities into Executive Incentive Compensation Plans

The Royal Bank of Canada announced that this year it will begin incorporating ESG considerations into incentive compensation plans for the bank’s CEO and other top executives. In particular, the bank plans to take ESG...more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - February 2023

In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism and various new and revised SEC rules....more

Morrison & Foerster LLP

Preparing for the 2023 Proxy Season

Morrison & Foerster LLP on

Public companies need to consider recent developments when preparing for the 2023 proxy and annual reporting season. We summarize key regulatory developments, recent guidance, important disclosure considerations and updates...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

White & Case LLP on

Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Mintz - Energy & Sustainability Viewpoints

Preparation for 2021 Fiscal Year-End SEC Filings and 2022 Annual Shareholder Meetings

As public companies embark on the year-end reporting process, they will need to consider, and in some cases take steps to address, a number of significant developments and issues. As in past years, Mintz has prepared a...more

Seyfarth Shaw LLP

Building an ESG Strategy: The Role of the Board and Executive Compensation [Part 4 of 4]

Seyfarth Shaw LLP on

As discussed in our third alert in this series, legal risks will likely increase as ESG (environmental, social and governance) disclosures become more robust and stakeholders (and the plaintiffs’ bar) continue to become more...more

Cooley LLP

Blog: 25 Considerations in Preparing for an IPO – for Technology Companies

Cooley LLP on

1. Experienced advisors - Choose experienced advisors, including lawyers, auditors and financial consultants (if necessary), and get them involved early. ...more

Latham & Watkins LLP

Key Compensation Items for the 2019 Proxy Season and Beyond

Latham & Watkins LLP on

Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more

BCLP

Securities and Corporate Governance Update – August 2018

BCLP on

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

Stinson - Corporate & Securities Law Blog

Preliminary Planning for the 2019 Proxy Season

For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below: Review 162(m) Disclosures in Proxy Statements... ...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Mintz

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

Mintz on

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Thomas Fox - Compliance Evangelist

FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD

In this episode, I visit with Robyn Bew, the Director of Strategic Content Development for the National Association of Corporate Directors (NACD) and Henry Stoever, the Chief Marketing Officer for the NACD. They discuss what...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Future of Takeover Regulation and Corporate Governance in the UK

On 19 April 2017, British Prime Minister Theresa May surprised the country by calling a snap general election for 8 June 2017. While much of the discourse relating to the election is focused on Brexit and normal political...more

Morrison & Foerster LLP

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

Morrison & Foerster LLP

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

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