For the upcoming 2024 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...more
12/6/2023
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more
11/9/2023
/ C&DIs ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Final Rules ,
Financial Reporting ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Season ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
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
6/16/2023
/ Clawbacks ,
Compliance ,
Compliance Dates ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Popular ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Time Extensions
On March 15, 2023, the U.S. Department of Justice (DOJ or the Department) launched a three-year Compensation Incentives and Clawbacks Pilot Program (Clawback Program) intended to incentivize companies to create more robust...more
3/30/2023
/ Chief Compliance Officers ,
Clawbacks ,
Compliance ,
Corporate Crimes ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Dodd-Frank ,
Executive Compensation ,
Incentives ,
Pilot Programs ,
Preemption ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
State Labor Laws ,
Wage and Hour
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more
3/21/2023
/ Clawbacks ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Listing Standards ,
Nasdaq ,
NYSE ,
Proposed Rules ,
Publicly-Traded Companies ,
Section 10D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
As registrants work toward including the new required Item 402(v) of Regulation S-K executive compensation disclosure, the SEC issued new C&DIs to provide some much-needed guidance in applying the Final Rules....more
Companies are beginning to look ahead to the upcoming 2023 proxy and annual reporting season, and there are a number of key issues to consider as preparations commence. This alert provides an overview of these issues and...more
12/15/2022
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Requirements ,
Human Capital ,
MD&A Statements ,
Proposed Rules ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
Rulemaking Background -
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the U.S. Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of...more
Key Takeaways -
..On August 25, 2022, the Securities and Exchange Commission (“SEC”) adopted final pay-versus-performance rules (the “Final Rules”) that guide the implementation of Section 953(a) of the Dodd-Frank Act,...more
9/2/2022
/ Annual Reports ,
CEOs ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Final Rules ,
Foreign Private Issuers ,
Information Reports ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies ,
Total Shareholder Return (TSR)