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White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues Pay Versus Performance CDIs

On February 10, 2023, the SEC’s Division of Corporation Finance (Corp Fin) issued 15 compliance and disclosure interpretations (CDIs), Questions 128D.01 through 128D.13, and Section 228D – CDIs 228D.01 and 228D.02. The CDIs...more

Dechert LLP

The Companies (Miscellaneous Reporting) Regulations 2018

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In addition to the revised corporate governance code published by the Financial Reporting Council in July 2018 (the “Code”) (which applies to accounting periods beginning on or after 1 January 2019), new legislative reporting...more

Perkins Coie

Preparing for the 2019 Public Company Reporting Season

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During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more

BCLP

Securities and Corporate Governance Update – May 2018

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This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. You are welcome to contact us to discuss any of the topics....more

Mintz - Employment Viewpoints

Tax Bill: New Opportunity to Defer Tax on Certain Equity Awards and Repeal of Performance-Based Exception to 162(m)

The Tax Cuts and Job Act of 2017 was recently signed into law creating two important changes in executive compensation, which we outline below. The Tax Bill Permits Certain Employees to Elect to Defer Taxation of Qualified...more

Stinson - Corporate & Securities Law Blog

New Tax Act Disclosures, Explanations and Examples

Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more

Cohen & Gresser LLP

Year-End Public Company Reporting Update

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With Halloween and Thanksgiving, thoughts naturally turn to year end reporting obligations. Here’s a brief summary of some changes in reporting requirements that will affect U.S. public companies in the coming year, as well...more

Jones Day

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

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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

Manatt, Phelps & Phillips, LLP

Pay-Ratio Rules Are Final—Could Banks Feel the Impact?

Why it matters - In a split vote, the Securities and Exchange Commission (SEC) adopted a final rule requiring public companies to disclose the "pay ratio" between the chief executive officer's (CEO) annual total...more

Fenwick & West LLP

Executive Compensation Alert: SEC Issues Final CEO Pay Ratio Rule

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On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more

Foley & Lardner LLP

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

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On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

McGuireWoods LLP

SEC Finalizes CEO Pay-Ratio Rule with Delayed Effective Date

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On Aug. 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule implementing the CEO pay-ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more

Orrick - Finance 20/20

SEC Adopts Rule for Pay Ratio Disclosure

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On August 5, the SEC adopted a final rule that requires a public company to disclose the ratio of the compensation of its CEO to the median compensation of its employees. The new rule was mandated by the Dodd-Frank Wall...more

Littler

New Compensation Disclosures for Public Companies

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The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more

Womble Bond Dickinson

SEC Proposes New Clawback Rules

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Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

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