Dodd-Frank.com

Revising 162(m) Disclosures in Proxy Statements

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The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief. Public companies should consider revising disclosures in their upcoming proxy statements. Recently filed proxy statements may provide some ideas, a... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

ISS Publishes Preliminary 2019 Compensation FAQs

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ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019? No. There will be no changes to the quantitative screens for the 2019 proxy season. The secondary Financial Performance Assessment screen... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

Court Declines to Approve Settlement in Director Pay Suit

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In Stein v. Blankfein et al the Delaware Court of Chancery considered a proposed settlement of litigation against directors of Goldman Sachs. The related complaint contained two counts for derivative relief for breach of fiduciary duties related to the payment of excessive compensation awards to non-employee directors and issuing stock-based... Read More

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

ISS Issues FAQs on GICS Code 5020 Implementation

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On September 28, 2018, S&P Dow Jones Indices and MSCI, Inc. will introduce a new grouping to their Global Industry Classification Standard (GICS) system. This new classification, coded 5020, will be called “Media & Entertainment.” Certain other changes, including renaming the top-level GICS 50 industry, eliminating GICS 2540 (“Media”), and... Read More

Topics: Executive Compensation, Public Companies and Securities

SEC Concept Release Explores Bold Changes to Employee Offerings Framework

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At an open meeting on July 18th, the SEC agreed to issue a concept release exploring modifications and modernization of Rule 701 and Form S-8 for certain offerings for employees, in conjunction with its increase to the threshold for expanded disclosure required under Rule 701(e) as mandated by Congress. Rule 701... Read More

Topics: Executive Compensation, Public Companies and Securities

SEC Raises Threshold for Additional Disclosures Under Rule 701

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Rule 701 under the Securities Act of 1933 provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. The exemption covers securities offered or sold under a plan or agreement between a non-reporting company and the company’s employees, officers, directors, partners, trustees, consultants, and advisors.... Read More

Topics: Executive Compensation, Public Companies and Securities

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 Reduces Thresholds for Smaller Reporting Company Definition and Requires Mandatory Use of Inline XBRL

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The SEC has long recognized that smaller issuers should be subject to somewhat less stringent disclosure standards than larger companies. The SEC has referred to this as “scaled disclosure” and has embodied the idea in a series of rules for smaller reporting companies, or SRCs.  The SEC has adopted final... Read More

Topics: Executive Compensation, Public Companies and Securities