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Articles by Danielle Benderly
DOJ Announces Pilot Program and Updated Expectations on Corporate Compensation Programs | JD Supra
The U.S. Department of Justice (DOJ) on March 3, 2023, unveiled a new pilot program and announced several important updates to its Evaluation of Corporate Compliance Programs (ECCP) regarding corporate compensation incentives and clawbacks. These updates build on and clarify Deputy Attorney General (DAG) Lisa Monaco’s policy announcements from September 2022 regarding corporate criminal enforcement.
Form 144 Must Be Filed Electronically: Now What?
The SEC recently published the updated version of its EDGAR Filer Manual that includes updates related to filing Forms 144 electronically on EDGAR, as required by the SEC’s final rules adopted back in June. This means the clock on the 6-month transition period from paper to electronic filings of Forms 144 is ticking—all Forms 144 must be filed electronically on EDGAR starting on April 13, 2023.
The SEC (Finally) Adopts Pay-for-Performance Rules: 5 Things to Know
Twelve years in the making, the SEC adopted pay-for-performance (P4P) disclosure rules last week in the form of new Item 402(v) of Regulation S-K. Here’s the 234-page adopting release. And here’s the press release and fact sheet. In 2010, as part of the Dodd-Frank Act, the SEC was directed to adopt pay-for-performance rules. The SEC didn’t get around to proposing something until five years later. Then seven years after that, in January 2022, the SEC re-opened the comment period.
SEC Finally Mandates E-Filings for Forms 144 and Glossy Annual Reports
Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She… Allison Handy is the firmwide co-chair of the Corporate & Securities practice.
Preparing for the 2022 Public Company Reporting Season | JD Supra
During 2021, the U.S. Securities and Exchange Commission (SEC) adopted rule changes and provided public companies with useful guidance on various topics. In December, Institutional Shareholder Services (ISS) released its final policy updates, along with an executive summary of its global policy updates. In November, Glass Lewis released two documents: 2022 U.S. Proxy Voting Policy Guidelines and 2022 Policy Guidelines on ESG Initiatives, which apply across all jurisdictions.
Don’t Forget to Review the Graphics in Your Proxy
As lawyers reviewing disclosure documents, it’s easy to gloss over the graphics when conducting a compliance review. But that would be a mistake. Those graphics are as important as any textual disclosure. Let me give you an example. Quite a few companies include non-GAAP financial measures in proxy disclosure outside of the CD&A discussion of incentive targets and achievement that does not require Reg G compliance.
SEC Makes it Easier to Fundraise—Streamlines Exempt Offering Rules | JD Supra
The U.S. Securities and Exchange Commission (SEC) recently announced that it adopted final rules to simplify the “patchwork” framework for exempt offerings under the Securities Act of 1933. These amendments generally follow the SEC’s March 2020 proposing release, but incorporate comments received from market participants and feedback from the SEC Small Business Capital Formation Advisory Committee and the 2020 Small Business Forum on the SEC’s June 2019 concept release.
SEC Amends Proxy Rules Relating to Proxy Advisers and Supplements Proxy Voting Guidance for Investment Advisers | JD Supra
The U.S. Securities and Exchange Commission on July 22, 2020, adopted final amendments to its proxy solicitation rules to codify the SEC’s longstanding view that proxy voting advice generally constitutes a solicitation within the meaning of the federal proxy rules and is subject to anti-fraud rules.
Impact of Tax Reform on Some Private Company Equity Awards: Limited Income Tax Deferral Opportunities for Employees
The recent tax reform bill, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the Act), was signed into law on December 22, 2017. The Act includes a new income tax deferral regime for certain employee stock options and restricted stock units (RSUs) granted by eligible private corporations under broad-based programs that are exercised or settled after December 31, 2017.
SEC Issues New Guidance to Help Companies Prepare CEO Pay Ratio Disclosures
The Securities and Exchange Commission recently issued new guidance to help companies prepare their pay ratio disclosures that provides some relief for companies—and further validates that these rules are highly unlikely to be deferred or reversed prior to the 2018 proxy season.
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