News & Analysis as of

Dodd-Frank Wall Street Reform and Consumer Protection Act Securities and Exchange Commission (SEC) Proxy Season

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and... more +
The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and includes broad reforms related to many aspects of the financial and banking industry. Notable sections of the Act include stricter regulations of the derivatives market, as well as the Volcker Rule, which restricts the trading practices of FDIC-insured institutions.    less -
Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Dickinson Wright

New Disclosure Requirements for the 2023 Proxy Season

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Looking ahead to the upcoming 2023 proxy season, the U.S. Securities and Exchange Commission (“SEC”) has adopted new compensation disclosure obligations that will require significant thought, preparation, and lead time. These...more

Cadwalader, Wickersham & Taft LLP

New SEC "Pay for Performance" Proxy Disclosure Rules Will Require Significant Advance Planning and Effort

More than twelve years ago, the Dodd-Frank legislation directed the SEC to issue a rule that requires issuers to provide, among other things, information that shows “the relationship between executive compensation actually...more

McGuireWoods LLP

SEC’s Final Pay for Performance Regulations – A Presentation Resource

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On Aug. 25, the SEC released its final regulations implementing Dodd Frank Section 953(a) Pay for Performance rules (much to the chagrin of Commissioner Peirce). The rules are extremely complicated and prescriptive in nature...more

BCLP

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

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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 Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would...more

Goodwin

Financial Services Weekly: Amendments To SEC Proxy Solicitation Rules Approved By A 3-1 Vote

Goodwin on

In This Issue. The Securities and Exchange Commission (SEC) finalized amendments to its proxy solicitation rules that will modify the practices of proxy advisory firms, providing them with greater transparency and...more

Mayer Brown Free Writings + Perspectives

Legal Update: 10 Tips for 10-Ks and Proxy Statements (UPDATED)

With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more

Stinson - Corporate & Securities Law Blog

SEC Comments on Pay Ratio Disclosures (None)

We have been unable to find extensive SEC comments on last year’s first round of pay ratio disclosures. Searches for comment letter responses referring to for “402(u)” or “pay ratio” do not seem to turn up anything of...more

Skadden, Arps, Slate, Meagher & Flom LLP

Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more

Mayer Brown Free Writings + Perspectives

SEC Adopts Dodd-Frank Hedging Disclosure Rule

On December 18, 2018, the US Securities and Exchange Commission adopted a final rule requiring companies to disclose their hedging policies and practices for employees, officers and directors. This Legal Update discusses...more

Snell & Wilmer

Corporate Communicator - Winter 2018-2019

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SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

Eversheds Sutherland (US) LLP

Considerations for the 2019 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services Inc....more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - June 2018

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Trump signed the Economic Growth, Regulatory Relief, and Consumer Protection Act, the acronym for which doesn’t spell anything pithy, late last month. The EGRRCPA (ugh!), here, pulls back regulations implemented by the...more

Snell & Wilmer

Corporate Communicator - 2018 Annual Meeting Season

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Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Troutman Pepper

Pay Ratio Disclosure for the Upcoming Proxy Season

Troutman Pepper on

This upcoming proxy season, most public companies will be required to include disclosure under Item 402(u) of Regulation S-K (Pay Ratio) for the first time. The Pay Ratio rule was introduced by the Dodd-Frank Wall Street...more

Perkins Coie

Preparing for the 2018 Public Company Reporting Season

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In anticipation of the upcoming annual report and proxy season, we are highlighting new requirements and trends for public companies in 2018....more

BCLP

Securities and Corporate Governance Update – November 2017

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Planning for the 2018 Proxy Season - There are number of important considerations that public companies should be aware of as they begin preparing for the 2018 proxy season, including potential changes in law, pay ratio...more

McDermott Will & Emery

Capital Markets & Public Companies Quarterly: Capital Formation, Dividend Notice and Pay Ratio Q3 Updates

McDermott Will & Emery on

During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more

McDermott Will & Emery

SEC Publishes Helpful Guidance on Pay Ratio Disclosure

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The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more

Perkins Coie

SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures

Perkins Coie on

The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to...more

Orrick, Herrington & Sutcliffe LLP

SEC Relaxes Pay Ratio Rules to Facilitate 2018 Proxy Disclosures

On September 21, 2017, the Securities and Exchange Commission (SEC) issued an interpretive release and new/revised C&DIs to assist companies in their efforts to comply with the pay ratio disclosure requirement. The guidance...more

Hogan Lovells

SEC Issues New and Revised Guidance on CEO Pay Ratio Rule

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On September 21, the SEC and the staff of the Division of Corporation Finance issued new and updated interpretive guidance regarding the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K. The guidance...more

Seyfarth Shaw LLP

"It all sounds very reasonable..." New SEC Guidance Emphasizes Reasonableness and Flexibility in CEO Pay Ratio Disclosure

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On September 21, 2017, the Securities and Exchange Commission (the “SEC”) published an interpretative release and related compliance and disclosure interpretations (“C&DIs”) for registrants regarding the CEO pay ratio...more

Proskauer - Tax Talks

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

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On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to...more

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