Sheppard Mullin

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The Latest Results and Trends after Second Month of Say-on-Pay Voting

It has now been two months since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

Say-On-Pay Blogs and Up-to-Date Voting Results

Please read our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results.  The results are sorted by the company’s SEC filer status and by the date on which the annual shareholder meeting was held.  We will be regularly updating this information as well as periodically posting new  blogs in … Continue Reading

Trends Developing after First Month of Say-on-Pay Votes

It has now been one month since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

A Rising Tide for Annual Say-on-Pay Votes

As we recently reported in our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules“ the Securities and Exchange Commission last week approved final rules which regulate how public company’s shareholders can render advisory votes on their company’s executive compensation (“Say-on-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform … Continue Reading

Some Interesting New Developments as SEC Adopts Final Say-on-Pay Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own October 2010 proposed rules (Release No. 33-9153) (the “Proposed Rules”), the Securities and Exchange Commission (the “SEC”) on January 25, 2011 announced its adoption by a 3-2 vote of final regulations for shareholder advisory votes on executive … Continue Reading

Companies Should Not Take Lightly the Need for Full Compliance with the SEC’s Executive Compensation Disclosure Rules

As calendar year companies work on preparing their 2011 proxy statement materials, we wanted to report on a recent development that highlights the importance of a company’s full disclosure of, and compliance with, the SEC’s executive compensation disclosure rules. … Continue Reading

Expanded Relief for Correcting 409A Document Failures under IRS Notice 2010-80

Since our October 25, 2010 blog titled, “Time Running Out to Obtain Maximum Relief for Correcting 409A Document Failures under IRS Notice 2010-6”, the IRS published Notice 2010-80 on November 30, 2010, which expands the scope of the document correction program under Notice 2010-6 and provides additional transition relief for employers to amend arrangements intended … Continue Reading

Time for Corporations to Get Ready to Issue Annual ISO/ESPP Information Statements and File New Information Returns with IRS; IRS Releases New Forms and Instructions

In January 2011, Employers must furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during 2010 with a detailed information statement by January 31, 2011, and must also file an information return with the Internal Revenue Service (the “IRS”) by February … Continue Reading

Time Running Out to Obtain Maximum Relief for Correcting 409A Document Failures under IRS Notice 2010-6

With less than ten weeks remaining in 2010, companies should once again consider reviewing their compensatory plans and agreements to ensure that such agreements are in documentary compliance with Internal Revenue Code section 409A (“409A”). 409A is the federal tax statute governing the taxation of nonqualified deferred compensation arrangements. While all compensation agreements should be … Continue Reading

Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 951 of the Reform Act, the Securities and Exchange Commission on October 18, 2010 issued a press release and published proposed rules (Release No. 33-9153) (the “Proposed Rules”) for shareholder … Continue Reading

Legal Update: Dodd-Frank Redefines “Accredited Investor” and the SEC Provides New Guidance

This blog posting is an update to our blog posting entitled Legal Update: Dodd-Frank Redefines “Accredited Investor”, in which we explained that Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the definition of “accredited investor” under Rule 215 of the Securities Act of 1933 and Rule 501 of Regulation D … Continue Reading

The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward

On July 21, 2010, the President signed into law (Public Law 111-203) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act implements a sweeping regulatory overhaul of the financial, banking and mortgage industries and also addresses consumer protection. Included in the Reform Act, and which is the subject of … Continue Reading

The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward

On July 21, 2010, the President signed into law (Public Law 111-203) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act implements a sweeping regulatory overhaul of the financial, banking and mortgage industries and also addresses consumer protection. Included in the Reform Act, and which is the subject of … Continue Reading

Proxy Season Heats Up as New Executive Compensation Rules are Effective and SEC Provides New Disclosure Guidance

With Spring just a few weeks away, it also means that the annual proxy statement season for calendar year public companies is in full swing. February 28th marked the effective date for the SEC’s expanded executive compensation and corporate governance disclosure rules which we have previously reported on (see our December 18, 2009 blog).… Continue Reading

SEC Provides Guidance on Effective Dates of Expanded Executive Compensation and Corporate Governance Rules

As we recently reported in our December 18, 2009 blog article, the SEC adopted substantial amendments on December 16, 2009 that significantly expand the executive compensation and corporate governance disclosure requirements for publicly held companies. These new rules were presumably adopted now in order to become effective for the 2010 proxy season but, as we … Continue Reading

Just in Time for 2010 Proxy Season – SEC Adopts Significant Expansion of Executive Compensation and Corporate Governance Rules

As anticipated, on December 16, 2009, the Securities and Exchange Commission (“SEC”) presented investors and corporate governance reform advocates with a holiday gift by adopting substantial amendments to the executive compensation and corporate governance disclosure requirements for publicly held companies. The amendments reflect the SEC’s efforts to increase investor awareness of companies’ executive compensation practices … Continue Reading

IRS Issues New Final Regulations for Employee Stock Purchase Plans (“ESPP”)

The Internal Revenue Service (the “IRS”) issued final regulations on November 17, 2009 relating to options granted under an ESPP as defined in section 423 of the Internal Revenue Code (the “Code”). Also, on the same date, the IRS issued new reporting requirements for ESPPs (see our November 19, 2009 blog). Under an ESPP, an employee can … Continue Reading

IRS Issues Final Regulations Regarding Annual ISO/ESPP Reporting Requirements

The Internal Revenue Service (the “IRS”) has issued final regulations regarding the information return and information statement requirements under Section 6039 of the Internal Revenue Code.  Section 6039 was amended in 2006 to require corporations to file an information return with the IRS (the “Return”) and furnish a written information statement (the “Statement”) to each … Continue Reading

Federal Government Fires More Salvos At Executive Compensation

The federal government’s extraordinary multi-pronged attack against executive compensation practices took another step forward, this time with the Federal Reserve Board of Governors (“FRB”) taking aim. On October 22, 2009, the FRB proposed new guidance that will dramatically affect incentive compensation arrangements for the banking industry. The proposed guidance is consistent with and largely patterned … Continue Reading

House Quickly Passes Legislation to Control Executive Compensation Practices

Acting in rapid fashion, on July 31, 2009, the House of Representatives passed legislation that, if enacted, would further advance the federal government’s efforts to realign executive compensation practices. As we reported in our July 22, 2009 blog, the Treasury Department released draft legislation just two weeks earlier to require (i) an annual shareholder vote … Continue Reading

New Draft Legislation Continues the Assault on Executive Compensation

As a part of the federal government’s on-going efforts to reform executive compensation practices and to rein in excessive compensation, the Treasury Department drafted and released new legislation (known as the “Investor Protection Act of 2009”) on July 16, 2009 concerning shareholder Say-on-Pay and the independence of compensation committees (see also the Treasury’s fact sheets … Continue Reading
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