The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September...more
On April 23, 2024, the Federal Trade Commission (FTC), in a 3-2 vote, issued a final rule that bans noncompete clauses between workers and employers as “unfair method[s] of competition” under Section 5 of the FTC Act, subject...more
4/25/2024
/ Competition ,
Employer Liability Issues ,
Employment Contract ,
Employment Policies ,
Federal Trade Commission (FTC) ,
FTC Act ,
Labor Reform ,
Non-Compete Agreements ,
Notice Requirements ,
Proposed Rules ,
Regulatory Agenda ,
Restrictive Covenants ,
Unfair Competition
On April 16, 2024, Federal Trade Commission (FTC) Chair Lina M. Khan announced that a special open commission meeting will be held virtually on Tuesday, April 23, 2024, at 2:00 p.m. Eastern Daylight Time, where the FTC is...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
4/4/2024
/ Clawbacks ,
Corporate Governance ,
Delaware General Corporation Law ,
Dodd-Frank ,
Enforcement Actions ,
Executive Compensation ,
Listing Rules ,
Non-Compete Agreements ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual...more
2/27/2024
/ Aircraft ,
Business Taxes ,
Business Travel ,
Corporate Taxes ,
Income Taxes ,
Inflation Reduction Act (IRA) ,
Internal Revenue Code (IRC) ,
IRS ,
Large Business & International Division (LB&I) ,
Personal Use ,
Personal Use of Employer Property ,
Tax Audits ,
Tax Deductions
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,...more
By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more
11/21/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)...more
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
6/19/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Stock Exchange
The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2, 2023. Listed companies...more
On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the...more
Earlier this week, the U.S. Securities and Exchange Commission (SEC) updated the expected timeline for finalizing the New York Stock Exchange (NYSE) and Nasdaq listing standards requiring listed companies to adopt clawback...more
Overview of Committee Member Responsibilities -
Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more
3/8/2023
/ Acquisitions ,
Compensation Committee ,
Director Compensation ,
Eligibility ,
Equity Compensation ,
Executive Compensation ,
Filing Season ,
Financial Adviser ,
Mergers ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Exchange ,
Taxation
The staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporate Finance recently issued guidance to address open questions related to the final pay-versus-performance (PVP) disclosure rules adopted in...more
3/1/2023
/ Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Form 10-K ,
Item 402 ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
New SEC rules on Rule 10b5-1 preset trading plans for insiders add lengthy “cooling-off periods” for directors and officers between the time they establish a plan and the date a first trade can be made.
Most multiple...more
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...more
2/20/2023
/ Activist Investors ,
Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Disclosure ,
Environmental Social & Governance (ESG) ,
EU ,
Insider Trading ,
Multinationals ,
Proxy Voting ,
Securities and Exchange Commission (SEC) ,
Self-Evaluations ,
Shareholders
In December 2022, the U.S. Securities and Exchange Commission (SEC) modified the rules governing preset stock trading programs for corporate insiders, known as 10b5-1 plans, which begin taking effect this year. The new rules...more
1/27/2023
/ 10b5-1 Plans ,
Board of Directors ,
Corporate Counsel ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Filing Requirements ,
Insider Trading ,
New Amendments ,
New Rules ,
Securities and Exchange Commission (SEC)
On January 5, 2023, the U.S. Federal Trade Commission (FTC) issued a notice of proposed rulemaking under the FTC Act with far-reaching implications for U.S. employers. If enacted and enforced, the proposed rule would prohibit...more
1/10/2023
/ Biden Administration ,
Employer Liability Issues ,
Employment Contract ,
Executive Orders ,
Federal Trade Commission (FTC) ,
Labor Reform ,
Non-Compete Agreements ,
Notice Requirements ,
Proposed Rules ,
Regulatory Agenda ,
Rescission ,
Restrictive Covenants ,
Unfair Competition
On December 29, 2022, President Joe Biden signed into law the Consolidated Appropriations Act of 2023, which includes the SECURE 2.0 Act of 2022 (SECURE 2.0). SECURE 2.0 is an expansion of the Setting Every Community Up for...more
12/30/2022
/ 401k ,
Employee Benefits ,
Employees ,
Employer Contributions ,
EPCRS ,
Hardship Distributions ,
Joe Biden ,
Plan Participants ,
Required Minimum Distributions ,
Retirement ,
Retirement Plan ,
SECURE Act ,
Student Loans
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) adopted several amendments and new disclosure requirements intended to address what it perceives may be abusive practices relating to Rule 10b5-1 trading...more
12/23/2022
/ 10b5-1 Plans ,
Amended Rules ,
Board of Directors ,
Corporate Governance ,
Corporate Officers ,
Directors ,
Disclosure ,
Disclosure Requirements ,
Insider Trading ,
Policies and Procedures ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season.
We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance,...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to disclose the relationship between the executive compensation actually paid to the company’s named...more
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