Dodd-Frank.com

Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits

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[Update.  This case was overruled on appeal.  See our analysis here.] The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation.  The equity incentive plan, or EIP, at issue included the following limitations on grants: A maximum of 4,411,613 shares, in the... Read More

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

ISS Provides Updated Compensation Plan and Executive Compensation FAQs

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ISS has updated its equity compensation plan FAQs. New and materially updated questions include: If a company grants performance-based awards, how will the shares be counted for the purposes of calculating burn rate? How does ISS evaluate an equity plan proposal seeking approval of one or more plan amendments? How... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

ISS Announces Pay-for-Performance Methodology Updates for 2017

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ISS announced changes to the methodology underlying its pay-for-performance models for companies in the U.S. and other markets to take effect Feb. 1, 2017. ISS will present relative evaluations of return on equity, return on assets, return on invested capital, revenue growth, EBITDA growth, and cash flow (from operations) growth... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities

SEC Exams Looking for Whistleblower Violations

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SEC staff in the Office of Compliance Inspections and Examinations are examining compliance with key whistleblower provisions arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The staff is examining registered investment advisers and registered broker-dealers, reviewing, among other things, compliance manuals, codes of ethics, employment agreements,... Read More

Topics: Broker-Dealer, Employment, Executive Compensation, Investment Advisers, Litigation

SEC Brings Second Whistleblower Retaliation Case

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The SEC has brought its second case for retaliation against a whistleblower against International Game Technology. According to the SEC, the whistleblower, a director of an IGT division, started working at IGT in 2008 and received positive performance evaluations throughout his tenure, including his mid-year review in 2014. Shortly after... Read More

Topics: Employment, Litigation, Public Companies and Securities