"Disclosure of Compensation"

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 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on March 30, 2011 issued a press release and published proposed rules (Release No. 33-9199) (the “Proposed Rules”) for compensation committee and compensation advisor independence requirements.
Continue Reading SEC Proposes New Rules Calling For Greater Independence Standards for Compensation Committees and Their Advisors

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 this section so please check back to obtain the latest results and commentary.Continue Reading Say-On-Pay Blogs and Up-to-Date Voting Results

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”).  Our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules” provides an overview of the applicable rules and requirements. Of the seventy-six Say-On-Pay votes which have been reported on to-date, the shareholders at two companies have voted against approving the executive compensation.Continue Reading Trends Developing after First Month of 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 and Consumer Protection Act  (the “Reform Act”).Continue Reading A Rising Tide for Annual Say-on-Pay Votes

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 compensation (“Say-on-Pay”) and golden parachute compensation (Release No. 33-9178) (the “Final Rules”).Continue Reading Some Interesting New Developments as SEC Adopts Final Say-on-Pay 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 Companies Should Not Take Lightly the Need for Full Compliance with the SEC’s Executive Compensation Disclosure 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 advisory votes on executive compensation (“Say-on-Pay”) and golden parachutes. The SEC also concurrently released proposed regulations (Release No. 34-63123) which would require certain institutional investment managers to report annually how they voted on executive compensation matters (we will cover this second set of proposed regulations in a separate blog article).Continue Reading Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules

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 to exclude the value of an investor’s primary residence from the $1 million net worth calculation.Continue Reading Legal Update: Dodd-Frank Redefines “Accredited Investor” and the SEC Provides New 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 Proxy Season Heats Up as New Executive Compensation Rules are Effective and SEC Provides New Disclosure Guidance

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 noted in our blog, the SEC’s adopting release did not provide much guidance regarding the effective dates of the new rules.Continue Reading SEC Provides Guidance on Effective Dates of Expanded 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 and provide shareholders with a greater voice in their companies.Continue Reading Just in Time for 2010 Proxy Season – SEC Adopts Significant Expansion of Executive Compensation and Corporate Governance Rules