Proskauer Rose LLP
The "golden parachute" excise tax regime under Internal Revenue Code Sections 280G and 4999 ("Section 280G" and "Section 4999", respectively) is at the core of both public and private...
Goodwin Procter LLP
On July 13, 2022, the U.S. Securities and Exchange Commission ("SEC" or "the Commission") announced that it has adopted amendments (the "2022 Amendments") to its rules governing proxy advisory...
On June 8, 2022, the US Securities and Exchange Commission ("SEC") issued a release ("New Reopening Release"), reopening the comment period on the clawback listing standard rules that it proposed in 2015...
Debevoise & Plimpton
In December 2021, As You Sow, a non-profit foundation promoting environmental and social corporate responsibility, filed shareholder proposals on behalf of Amazon.com and Comcast Corporation shareholders for action ...
Arnall Golden Gregory
Corporate Governance Comparative Guide for the jurisdiction of United States, check out our comparative guides section to compare across multiple countries
Every private startup company that grants stock options or is considering granting stock options needs to consider major issues that could have long ranging impacts...
Darren Goodman, Megan Monson, and Taryn Cannataro provide a high-level overview of Section 280G issues that can arise when a private company considers selling (otherwise known as the golden parachute rules)...
Willkie Farr & Gallagher LLP
he SEC's focus on proxy voting and shareholder governance rights continued throughout the fall with two other rule makings.
Seyfarth Shaw LLP
Back in 2015, the U.S. Securities and Exchange Commission ("SEC") issued proposed rules on the pay-for-performance disclosure required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank").
SEC Acting Chief Accountant Paul Munter released a statement last week, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors (the "Statement"), ...
In this statement from the SEC's Office of the Chief Accountant, Acting Chief Accountant Paul Munter discusses materiality assessments in the context of errors in financial statements.
Cahill Gordon & Reindel LLP
On January 27, 2022, the SEC reopened the comment period on its proposed rules that would require disclosure by reporting companies describing how executive compensation relates to the company's financial performance over time.
SEC Commissioner Alison Herren Lee recently availed herself of the opportunity presented by the re-opening of the comment file on the Dodd-Frank...
Companies are growing increasingly adept at ingesting, analyzing and monetizing data collected from a wide variety of internal and external sources.
It's been almost 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, but amazingly, no rules have yet been adopted to implement that mandate.
The SEC originally opened the proposed rule – dubbed the "pay versus performance" rule – in 2015.
Cadwalader, Wickersham & Taft LLP
The SEC reopened the comment period on a proposal to amend the current executive compensation disclosure rule, Item 402 of Regulation S-K, to require that companies disclose the relationship between their executive compensation...
In November 2021, Audit Analytics posted its 20-year review of restatements, showing that the number of "Big R" reissuance restatements in 2020, the last year of the review, was at a record low.
Environmental, social and governance (ESG) issues are becoming increasingly important to consumers, investors and companies alike.
Goodwin Procter LLP
Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises...