Dodd-Frank.com

Revising 162(m) Disclosures in Proxy Statements

By

The Section 162(m) deduction limit for performance-based compensation was repealed by the Tax Cut and Jobs Act, effective for taxable years beginning after December 31, 2017, subject to transition relief.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

By

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

By

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

#MeToo Clauses Being Added to Merger Agreements

By

Some merger agreements are starting to include representations and warranties regarding the absence of allegations of sexual harassment against senior officials. Some examples follow. Brookfield Asset Management’s acquisition of Forest City Realty To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment have... Read More

Topics: Employment, M&A, Public Companies and Securities

SEC Targets Perqs in Another Enforcement Action

By

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

By

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

By

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

By

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