Last month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission (“SEC”). The SEC seeks to have the CEO pay civil money penalties and be barred from any officer or director role with any issuer of registered securities.
Continue Reading “Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for Executive Perquisites

With the end of April 2011, it has been one-hundred days 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 Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also updated Say-On-Pay voting results and statistics.
Continue Reading The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes

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

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”).  Our Say-On-Pay Site provides periodic blogs on Say-on-Pay developments, along with an overview of the applicable rules and requirements, and there are also Say-On-Pay voting results and statistics which we have been updating and posting on a daily basis. Continue Reading The Latest Results and Trends after Second Month of Say-on-Pay Voting

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