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Securities and Exchange Commission (SEC) Compensation & Benefits Corporate Governance

Jones Day

Could the SEC's Enforcement Spotlight Return to Executive Perks?

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The Securities and Exchange Commission ("SEC") is hosting a roundtable discussion on disclosures just weeks after reports of significant increases in executive perks....more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the...more

Vinson & Elkins LLP

Executive Compensation Under the New Administration

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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

BCLP

Perk Redux - Yet Another Company Stumbles Over SEC Executive Compensation Rules

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On December 17, 2024, the SEC announced settled charges against Express, Inc. for failing to disclose perks paid to its then CEO, including personal use of airplanes. Without admitting or denying the SEC’s findings,...more

Latham & Watkins LLP

Key Compensation Items for 2024 Proxy Season and Beyond - February 2024

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Pursuant to rules that the Securities and Exchange Commission (SEC) issued in late 2022, publicly traded companies must generally provide both tabular and narrative and/or graphical disclosure of the relationship between...more

Holland & Knight LLP

Executive Perks: A Hammer Finds Its Nail in SEC Settlement with Tool Company

Holland & Knight LLP on

We return once more to the issue of public company executive perquisites or "perks" – a topic we anticipated last year would "be a hot-button enforcement issue for the foreseeable future." We were not wrong. In light of the...more

Mayer Brown Free Writings + Perspectives

Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

Nelson Mullins Riley & Scarborough LLP

SEC Releases C&DIs Clarifying Certain ‘Pay vs Performance’ Questions

In a series of 15 Compliance and Disclosure Interpretations (“C&DI”s), the U.S. Securities and Exchange Commission on Feb. 10, 2023 attempted to clarify certain questions that have arisen as reporting companies prepare their...more

Mayer Brown Free Writings + Perspectives

Clawback Rule Guidance

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that...more

Nelson Mullins Riley & Scarborough LLP

Never Too Late – SEC Enacts Pay vs. Performance Disclosure Rules

A mere 12 years after they were mandated by Dodd-Frank, the SEC adopted so-called “pay versus performance” rules on August 25, 2022. The rules require companies to provide a new table in their proxy or information statements,...more

Bradley Arant Boult Cummings LLP

SEC Adopts New Pay Versus Performance Disclosures

On August 25, 2022, the Securities and Exchange Commission adopted pay versus performance disclosure rules originally mandated by the Dodd-Frank Act 12 years ago. These rules require public companies to disclose the...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay Versus Performance Disclosure Rule

On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (DoddFrank Act) mandate that...more

BCLP

That was NOT fast - SEC adopts pay-versus-performance disclosure requirements for upcoming proxy season

BCLP on

More than seven years after their original proposal, the SEC adopted new rules requiring companies to disclose metrics reflecting the relationship between executive compensation actually paid and the company’s financial...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Pay for Performance Rule

On August 25, 2022, the Securities and Exchange Commission adopted a final pay for performance rule.  The pay for performance rule implements the Dodd Frank Act rulemaking mandate contained in Section 953(a) of the Act.  That...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Pay Versus Performance Disclosure Rules

The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more

Skadden, Arps, Slate, Meagher & Flom LLP

2022 Compensation Committee Handbook

Preface The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This eighth edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Proskauer - Corporate Defense and Disputes

Pay Versus Performance Takes Center Stage

In an era where TikTok stars outearn scores of CEOs of top earning publicly traded companies, executive compensation is no less important to the investing public or to companies striving to attract and retain top talent....more

Wyrick Robbins Yates & Ponton LLP

SEC Issues Proposed Rules on Rule 10b5-1 Plans and Insider Trading

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”).  Comments to the proposal are due within 45 days after...more

Stinson - Corporate & Securities Law Blog

SEC Staff Issues Accounting Guidance on “Spring-Loaded” Compensation Awards to Executives

The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives....more

Jones Day

SEC Settlement with Company, Ex-CEO Signals Continued Focus on Executive Perks

Jones Day on

The recent SEC settlement with Gulfport Energy and its former CEO suggests a hard line approach to executive perks and compensation disclosures, even where expenses relate to business activities. On February 24, 2021, the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;...more

Skadden, Arps, Slate, Meagher & Flom LLP

2020 Compensation Committee Handbook

Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Mayer Brown Free Writings + Perspectives

House Financial Services Committee and House of Representatives Address Capital Formation Related Bills

This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more

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