Dodd-Frank.com

SEC Targets Perqs in Another Enforcement Action

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The SEC has targeted disclosure of executive perquisites in another settled enforcement action.  According to the SEC, the issuer did not follow the Commission’s standard regarding disclosure of perquisites, which provides that: An item is not a perquisite or personal benefit if it is integrally and directly related to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

SEC Issues FAQs on Compensation Plan Proposals Included in Proxy Statements

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The SEC has issued a series of frequently asked questions, which in SEC speak are referred to as Compliance and Disclosures Interpretations (or C&DIs for short), on proxy statements and proxy solicitations.  In general the C&DIs replace previously issued telephone interpretations, but the lead in notes where substantive changes have been... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Fintech Company Subject to SEC Enforcement Action for Exceeding Rule 701 Option Grant Limit

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Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933.  One component of Rule 701 requires certain disclosure materials to be delivered to employees if the aggregate sales price or amount of securities sold during any consecutive 12-month period... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

SEC Invites Regulated Entities to Voluntarily Submit Self-Assessments of Diversity Policies and Practices

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The SEC Office of Minority and Women Inclusion, or OMWI, invited entities regulated by the SEC to submit a Diversity Assessment Report. Entities regulated by the SEC include broker-dealers, investment advisers, investment companies (mutual funds), transfer agents, municipal advisors, private fund advisers, clearing agencies, nationally recognized statistical rating organizations, national... Read More

Topics: Broker-Dealer, Employment, Investment Advisers, Municipal Advisors, Private Equity

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

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Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after December 31, 2017, subject to transition relief.  This leaves the question about what to say about Section 162(m) during... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

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In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of review irrespective of whether stockholders have previously approved the equity incentive plan. According to the... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

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ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. In the U.S., ISS is proposing three changes: Gender Pay Gap Shareholder Proposals: ISS is proposing specific factors to consider when making a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

CPA Can’t be a Whistleblower for Non-Public Entities

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Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding non-public clients. The Plaintiff discovered what she believed were accounting irregularities in tax matters for non-public... Read More

Topics: Employment, Executive Compensation, Litigation, Public Companies and Securities