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 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
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
How should attorneys advise their clients who are new to a public company board? Where should a corporate secretary start if asked to provide an orientation for a public company board? Former SEC Special Counsel Brian Soares...more
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
ESMA releases proposed rules for regulation of ESG ratings providers On May 2, ESG Today reported that the European Securities and Markets Authority (ESMA) published draft Regulatory Technical Standards (RTS) under the...more
Jenner’s Public Company Advisory Group offers a multidisciplinary overview of the key legal, regulatory, and compliance issues public companies are facing in 2025, including the impact of economic uncertainty and an...more
On June 11, 2025, the U.S. Securities and Exchange Commission announced the agenda and panelists for its upcoming Roundtable on Executive Compensation Disclosure Requirements. The Roundtable will be held on June 26, 2025,...more
The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more
On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more
Nasdaq and NYSE-listed companies must have a compensation recovery policy that complies with the Securities and Exchange Commission’s clawback rule. The rule requires the clawback of executive compensation after an accounting...more
A few months ago, we put out our own set of a dozen FAQs about the clawback checkboxes on the Form 10-K cover page in this blog. Now, Corp Fin has issued six CDIs on the topic. The new CDIs, which are set forth below,...more
On April 11, 2025, the staff (the “Staff”) of the U.S. Securities Commission’s Division of Corporation Finance (the “Division”) issued seven new Compliance and Disclosure Interpretations (“CDIs”), the third update to the CDIs...more
Earlier this week, Republican members of the House Committee on Financial Services sent this letter to the SEC asking that it retract a total of 14 adopted – and proposed – rules. Among this list are two that Corp Fin ushered...more
The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more
This is the third part of a series covering certain securities law, corporate governance, and tax considerations related to stock options and restricted stock unit (RSU) awards granted by public companies....more
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
On January 14, 2025, the Internal Revenue Service and the US Treasury Department issued proposed regulations under Section 162(m) of the Internal Revenue Code (Code) to implement changes under the American Rescue Plan Act of...more
The primary development in executive compensation disclosure for the 2025 proxy season is new Item 402(x) under Regulation S-K, relating to the disclosure of stock option grant timing policies and practices. Companies with...more
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
Public companies always have an abundance of priorities to address, and defending against shareholder activism is increasingly at the top of the agenda. Across industries and market caps, today's activists are more aggressive...more
For the 2025 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and updates in...more
In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more
On December 17, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against Ohio-based Express, Inc. (“Express”). The SEC ultimately found that Express violated Sections 13(a) and 14(a)...more
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more