Tag Archives: “Corporate Governance”

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

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

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

Changes in Store for 2010 Proxy Season as SEC Proposes Significant Expansion of Executive Compensation and Corporate Governance Rules and Treasury Releases Draft New Legislation

As anticipated and in response to the “turmoil in the markets during the past 18 months”, on July 10, 2009 the Securities and Exchange Commission (“SEC”) proposed substantial amendments to the executive compensation and corporate governance disclosure requirements for publicly held companies.… Continue Reading

New TARP Executive Compensation Guidance and a Call for Further Reform in Executive Compensation Practices

June 10,2009 marked an extraordinary day of announcements affecting executive compensation for both recipients of financial assistance from the Troubled Asset Relief Program (“TARP”) and other publicly held companies, including: The U.S. Department of the Treasury (“Treasury”) issued a statement outlining the Administration’s expectations and planned legislative proposals for executive compensation reform for publicly held … Continue Reading

Impact of the Emergency Economic Stabilization Act of 2008 on Executive Compensation Issues

The Emergency Economic Stabilization Act of 2008 (“EESA”), which President Bush signed into law on October 3, 2008, created the Troubled Asset Relief Program (“TARP”) under which the United States Treasury (the “Treasury”) is generally authorized to purchase troubled assets from certain financial institutions.  EESA establishes different sets of restrictions for financial institutions based on … Continue Reading
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