by Cydney Posner The SEC may adopt final pay-ratio rules, mandated by Dodd-Frank, possibly as early as next week. More significantly, according to the WSJ, the final rules will be adopted “without broad exclusions sought by companies.” The pay-ratio proposal requires most public companies to disclose the relationship of CEO pay […]
by Cydney Posner See our Cooley Alert on the SEC’s new rule proposal regarding recovery of erroneously awarded compensation, the so-called clawback rule. It’s called SEC Proposes Long-Awaited Compensation Clawback Rule.
by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact […]
by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]
by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]
More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules
by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]