News & Analysis as of

C-Suite Executives Publicly-Traded Companies

Allen Matkins

Is Failing To Hold A Formal Board Meeting A Breach of Contract?

Allen Matkins on

In yesterday's post, I discussed Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024) and whether alleged personal animosity vitiated application of the business judgment rule to the...more

BCLP

The Supreme Court Considers Item 303 Violations as Basis for Securities Fraud Claims

BCLP on

Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Wilson Sonsini Goodrich & Rosati

Snapshot: Earnings Date Announcements and Earnings Release Form 8-K Practices

We reviewed four quarters of press releases announcing upcoming earning release dates, as well as the subsequent earnings release Form 8-Ks, for 30 public companies in the Lonergan Silicon Valley 150 to determine how long in...more

Latham & Watkins LLP

ESG Insights: 10 Things That Should Be Top of Mind in 2023

Latham & Watkins LLP on

Navigating a global patchwork of ESG regulation and enforcement while preparing for greenwashing claims and other ESG litigation will likely be among the main concerns for companies in 2023. Both anticipated and less...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

5 Key Executive Compensation Trends and Issues for 2021

The 2021 executive compensation season will be more challenging than usual for most companies due to the financial and economic consequences of the COVID-19 pandemic. To meet these challenges, companies should be aware of...more

Pillsbury - Policyholder Pulse blog

The Private Vs. Public D&O Insurance Forum: Important Considerations for Companies Looking to Avoid Growing Pains

Although it has become common for corporate directors and officers to face claims seeking to hold them personally liable for alleged damages resulting from actions taken in their official capacity, it wasn’t always this way....more

Stinson - Corporate & Securities Law Blog

SEC Whistleblower Publicizes Anonymous Tip with Press Campaign

C-Suite executives may now have to be accustomed to a new form of adverse publicity to deal with in their crisis management planning – someone making publically available an SEC whistleblower submission and publicizing the...more

Womble Bond Dickinson

Environmental, Social and Governance (ESG) and Impact Enter the Board Room

Womble Bond Dickinson on

[co-author: Mark Newberg, Director of Impact Strategies] Recently, Larry Fink, the CEO of BlackRock, the world’s largest asset manager, took a noteworthy step in an open letter he wrote to the CEO’s of all publicly traded...more

Jones Day

Proposed UK Corporate Governance Reforms Target Executive Pay Justification, Employee Engagement

Jones Day on

The Situation: The UK government has proposed several corporate governance reforms in an effort to improve transparency and accountability in private and public employers....more

Parker Poe Adams & Bernstein LLP

Uber’s Troubles: A Compliance Wake-Up Call No Matter How Regulated You Are

I can’t help myself; when I read some of the troubling reports about Uber’s workplace culture, which has contributed to executive ousters and the need to hire one of the highest-profile lawyers in the country, I think, “If...more

Farella Braun + Martel LLP

From Making the Right Decisions to Asking the Right Questions: Linda Graebner Discusses Her Move from the C-Suite to the Boardroom...

Linda Graebner spent many years as a CEO leading consumer product companies, and has held numerous other leadership positions in the business world. But she is currently thriving in a new role: the boardroom. At the request...more

Cooley LLP

Blog: AS 18 Creates A New Buzz About Related-Party Transactions For The Audit Of 2015

Cooley LLP on

As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more

Morrison & Foerster LLP - JOBS Act

New Study Released on the 8-K Trading Gap

On September 7, 2015, a new study on the “8-K trading gap” conducted by researchers at Harvard and Columbia law schools was released. The “8-K trading gap” refers to the four business day period before SEC reporting...more

King & Spalding

Final Section 162(m) Regulations Clarify Exceptions to $1 Million Deduction Limit

King & Spalding on

Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits the tax deduction that a publicly held corporation may take with respect to compensation paid to each of the corporation's chief executive officer and its...more

Allen Matkins

CalPERS And Pay For Performance

Allen Matkins on

A few weeks ago, CalPERS’ Director of Corporate Governance, Anne Simpson, sent a letter to the Securities and Exchange Commission in support of the SEC’s proposed pay for performance disclosure rule. Her letter notes CalPERS’...more

Brooks Pierce

The SEC Doesn’t Love Secret Perks for Executives

Brooks Pierce on

If you find yourself as the CEO of a public company, you’ll probably find pluses and minuses. You’ll have to work really hard, but it can be lucrative, too. You can get paid a lot of money. And your company can pay you...more

Wilson Sonsini Goodrich & Rosati

IRS Releases Amended Section 162(m) Regulations Clarifying How to Preserve the Deductibility of Certain Compensation for Public...

The Internal Revenue Service recently amended the regulations under Internal Revenue Code Section 162(m). Section 162(m) applies to publicly held companies and generally limits the tax deduction that a public company is...more

McDermott Will & Emery

Earnings Call Practices: How Does Your Company Compare to Others?

McDermott Will & Emery on

Results from the 2014 Earnings Call Practices Survey conducted by the National Investor Relations Institute (NIRI), a professional association of corporate officers and investor relations consultants, confirm that an...more

Cooley LLP

Blog: How Many Hours Does It Take To Create Pay-Ratio Rules?

Cooley LLP on

The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank....more

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