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
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.
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…
As expected, the SEC issued notices on Friday to approve the amendments proposed by the NYSE (see that order) and the Nasdaq (see that order) so that the exchanges’ clawback listing standards now have an effective date of October 2, 2023 – meaning that companies have until December 1, 2023 to adopt compliant…
We continue our coverage of the ongoing saga of when NYSE and Nasdaq-listed companies will be required to comply with the new clawback policies listing standards.
On Monday, the SEC extended the deadline by which it must act on the proposed NYSE and Nasdaq listing standards that deal with “Recovery of Erroneously Awarded Executive Compensation.” The SEC now has until June 11, 2023 (instead of April 27th) to decide whether to approve the two listing standard proposals. Here’s the SEC’s extension …
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…
On Friday, Corp Fin issued 15 new CDIs for its new pay vs. performance rules. Here they are — we have taken the liberty of grouping them loosely by type of CDI so that you may more easily peruse them (with a group of the miscellaneous and technical ones grouped together at the end):
As described in our earlier blog, the SEC adopted amendments to Rule 16b-3 last month requiring that dispositions by gift of securities previously permitted to be reported on a deferred basis on Form 5 will soon be required to be reported within two days on Form 4.
As reported on Section16.net, Corp Fin apparently…
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.
Here are five things to know:
- All Listed Companies Will Be Required to Adopt a Clawback Policy: The SEC adopted