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Sue Morgan, a partner in the firm's Employee Benefits & Executive Compensation practice, has more than 30 years of experience in counseling clients on executive and equity compensation, corporate finance and securities, and insider trading compliance. Sue frequently speaks on such issues as executive compensation, option exchanges, insider trading compliance and 10b5-1 plans, and SEC reporting and disclosure at national and regional conferences of the Society of Corporate Secretaries and Governance Professionals, and the ABA Business Law Section.

Last week, Corp Fin issued nine new CDIs providing further guidance on S-K Item 402(v) pay vs. performance disclosures, supplementing the 15 CDIs issued back in February. These new CDIs include helpful clarifications on fair value calculation and other topics. Corp Fin also updated CDI 118.08 to clarify the application of prior guidance on S-K

Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

In 2005, the Delaware Court of Chancery absolved directors of liability for the 1995-96 hiring and firing of former Disney

Last October, the SEC adopted final rules directing the NYSE and Nasdaq to adopt listing standards requiring companies to have clawback policies that provide for the recovery, in the event of a required accounting restatement, of certain incentive-based compensation received by current or former executive officers based on erroneously reported financial information.  

Last week, the

Yesterday, the SEC adopted new rules that:

  • Amend Rule 10b5-1 to add new conditions to the availability of the affirmative defense to insider trading liability,
  • Impose new disclosure requirements for periodic reports, proxy and information statements regarding insider trading policies, trading plans of insiders and option grant practices, and
  • Amend Section 16 filing requirements.