Dodd-Frank.com

ISS Issues Compensation and Equity Compensation Plan FAQs for 2021

By

ISS has posted its usual suite of interpretive material for the upcoming proxy season. The Compensation FAQs note exceptional circumstances of the COVID-19 pandemic and its impact on company operations will be considered in ISS’ qualitative evaluation. The FAQs then point you toward ISS’ previously released COVID-19 FAQs. The Equity... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

By

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate.  The directors of the company granted awards to themselves as compensation for past efforts to take the... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Adopts Rule Amendments to Modernize Disclosures of Business, Legal Proceedings, and Risk Factors

By

The SEC adopted amendments to modernize the description of business, legal proceedings, and risk factor disclosures that registrants are required to make pursuant to Regulation S-K. These disclosure items have not undergone significant revisions in over 30 years.  The final amendments: Revise the requirements to discuss the general development of... Read More

Topics: Employment, Public Companies and Securities

SEC Charges Ex-CEO with Aiding and Abetting Company’s Financial Reporting and Disclosure Violations

By

The SEC charged former Hertz CEO and Chairman Mark Frissora with aiding and abetting the company in its filing of inaccurate financial statements and disclosures.  Frissora agreed to settle the charges and repay Hertz nearly $2 million in incentive-based compensation.  Frissora did not admit or deny the allegations. Select portions... Read More

Topics: Employment, Litigation, Public Companies and Securities

Court Denies Bid for New Election as a Result of Misleading Disclosures on Restricted Stock Awards

By

In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”). After the stockholders approved the EIP, the Board awarded itself substantial restricted stock awards (“RSAs”) and stock options... Read More

Topics: Employment, Public Companies and Securities

The Right Way to Release Claims for Advancement on Termination of Employment

By

In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More

Topics: Employment, Litigation, Public Companies and Securities

NYSE Proposes to Amend Exclusions from Equity Compensation Rules to Mirror Practice

By

The New York Stock Exchange proposes to amend Section 303A.08 of the Manual to clarify the circumstances under which certain sales of a listed company’s securities will not be deemed to be equity compensation for purposes of that rule. The rule proposal states as follows: Section 303A.08 provides that an... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Does a Requirement to Pay “Target Variable Compensation” Include Equity Awards?

By

In Batty v. UCAR International Inc. et al the Delaware Court of Chancery considered the terms of a severance agreement.  The agreement, which was entered into in 2000, set the compensation that plaintiff Batty, who was employed by certain of the defendants for 34 years, would receive from the defendants... Read More

Topics: Employment, Executive Compensation, Litigation, M&A, Public Companies and Securities