In September, the U.S. Securities and Exchange Commission (the “SEC”) announced the settlement of three enforcement actions for violations of SEC whistleblower protection laws. In the actions, the SEC asserted that the...more
10/11/2023
/ Civil Monetary Penalty ,
Confidentiality Agreements ,
Contract Terms ,
Employment Contract ,
Enforcement Actions ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Severance Agreements ,
Waiver of Rights ,
Whistleblower Protection Policies ,
Whistleblowers
On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
New Regulations ,
Publicly-Traded Companies ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more
11/7/2022
/ Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Financial Reporting ,
Financial Restatements ,
GAAP ,
Incentive Compensation ,
Publicly-Traded Companies ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more
7/6/2021
/ Best Practices ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Employee Incentive Plans ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Form 10-Q ,
Form 8-K ,
Pending Legislation ,
Performance Incentives ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The program will address important issues related to incorporating ESG into compensation programs, including:
- What has pushed ESG to the forefront of compensation design (i.e., what stakeholders are influencing these...more
Last week, the Securities and Exchange Commission (the “SEC”) proposed amendments that would ease restrictions on compensatory securities offerings to employees and other service providers under Rule 701 and Form S-8, both...more
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rules amending the definitions of both an “accredited investor” under Rule 501 of Regulation D and a “qualified institutional buyer” under...more
Last week, the Internal Revenue Service (the “IRS”) published limited initial guidance regarding key aspects of the changes brought about by the Tax Cuts and Jobs Act of 2017 (the “Act”) to Section 162(m) of the Internal...more
8/31/2018
/ Compensation & Benefits ,
Cost-of-Living Adjustment (COLA) ,
Covered Employees ,
Emerging Growth Companies ,
Executive Compensation ,
Fiduciary Duty ,
Grandfathering Rules ,
Section 162(m) ,
Smaller Reporting Companies ,
Tax Cuts and Jobs Act ,
Tax Reform