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Articles by Stephen Coolbaugh
SEC Grants Section 16(a) Exemption For Directors And Officers Of Foreign Private Issuers Organized In Certain Jurisdictions
The Situation: The Holding Foreign Insiders Accountable Act ("HFIAA"), which becomes effective on March 18, 2026, removes the historically available exemption from the reporting requirements of Section 16(a) of the Exchange Act ("Section 16(a)") for officers and directors of foreign private issuers ("FPIs").
The State Of Pay: Rethinking Compensation And Benefits For An Evolving Workforce
JD Jones Day More Jones Day is a global law firm with more than 2,500 lawyers across five continents. The Firm is distinguished by a singular tradition of client service; the mutual commitment to, and the seamless collaboration of, a true partnership; formidable legal talent across multiple disciplines and jurisdictions; and shared professional values that focus on client needs. Workforces are changing rapidly.
The State of Pay: Rethinking Compensation and Benefits for an Evolving Workforce | JD Supra
In Short The Situation: Many millennial and Gen Z employees have different priorities and expectations for the workplace than their colleagues from other generations, and those disparities are coming into sharper relief as millennial and Gen Z employees gain a greater share of the global workforce.
Amendments to Exchange Act Section 16(a) Extending Insider Reporting to Foreign Private Issuers Enacted | JD Supra
In Short The Situation: President Trump has signed into law the Holding Foreign Insiders Accountable Act (the "Amendment"), which amends Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") to extend Section 16 "insider" reporting to directors and officers of foreign private issuers ("FPIs").
Navigating The SEC's Potential Shift To Semi-Annual Reporting: Key Considerations For Corporate Leaders
JD Jones Day More Jones Day is a global law firm with more than 2,500 lawyers across five continents. The Firm is distinguished by a singular tradition of client service; the mutual commitment to, and the seamless collaboration of, a true partnership; formidable legal talent across multiple disciplines and jurisdictions; and shared professional values that focus on client needs.
Navigating the SEC's Potential Shift to Semi-Annual Reporting: Key Considerations for Corporate Leaders | JD Supra
In Short The Situation: At the direction of President Trump, the Securities and Exchange Commission appears poised to propose rules that, if adopted, would permit at least some U.S. public companies to report financial results to the SEC on a semi-annual basis instead of quarterly, as currently required. The Impact: If a semi-annual reporting regime is adopted, many U.S. public companies would see their reporting burdens reduced.
ExxonMobil Announces First-of-its-Kind Retail Voting Program
On September 15, 2025, the Securities and Exchange Commission's ("SEC") Division of Corporate Finance granted ExxonMobil's no-action request to establish a new retail shareholder voting program (the "Retail Voting Program") that will allow shareholders to provide a standing voting instruction that directs ExxonMobil to vote their shares in line with the board of directors' recommendations on an ongoing basis.
ExxonMobil Announces First-of-its-Kind Retail Voting Program | JD Supra
The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors.
Delaware Court Applies Traditional Entire Fairness Standard To Very Large Stockholder-Approved, Performance-Based Equity Award - Securities - United States
In Short The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity to secure 12 tranches of options, each representing 1% of Tesla's outstanding shares as of the date when the board approved the award.
Delaware Court Applies Traditional Entire Fairness Standard to Very Large Stockholder-Approved, Performance-Based Equity Award | JD Supra
In Short The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity to secure 12 tranches of options, each representing 1% of Tesla's outstanding shares as of the date when the board approved the award.
It's Time For A Fresh Look At DEI Metrics In Executive Compensation
The Background: It is estimated that over 84 percent of companies in the S&P 1500 use some form of "social" metric when determining their executives' incentive compensation. Many of these social metrics set forth diversity, equity and inclusion ("DEI") goals—some quantitative, others qualitative—usually summarized to some degree in a company's publicly filed proxy statement.
SEC Adopts Final Rules Regarding Rule 10b5-1 Trading Plans and Related Disclosures | JD Supra
In Short The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and enhance issuers' disclosure obligations with respect to these plans. The SEC's final rules adopt previously proposed amendments, which were discussed in our December 2021 Alert, but include several significant modifications.
SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national securities associations that list securities to establish clawback listing standards.
SEC Adopts Final Dodd-Frank Act Clawback Rules | JD Supra
On October 26, 2022, the Securities and Exchange Commission adopted final rules implementing the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act clawback policy requirements. Under these requirements, the SEC directed the national securities exchanges and national securities associations that list securities to establish clawback listing standards.
SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation | JD Supra
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national securities associations that list securities to establish clawback listing standards.
SEC Adopts Pay Versus Performance Disclosure Rules | JD Supra
As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") has adopted final rules requiring most public companies to present executive pay versus performance ("PVP") disclosures, which are intended to help investors more clearly understand the relationship between executive compensation and company financial performance in prior years, and make such information readily comparable across public...
SEC Settlement With Company, Ex-CEO Signals Continued Focus On Executive Perks
United States: SEC Settlement With Company, Ex-CEO Signals Continued Focus On Executive Perks 30 March 2021 by Stephen P. Coolbaugh , Daniel Hagen , Henry Klehm III , Erik B. Lundgren , Joan McKown and Arielle Tobin Jones Day Your LinkedIn Connections with the authors To print this article, all you need is to be registered or login on Mondaq.com. On February 24, 2021, the Securities and Exchange Commission settled claims against Oklahoma-based Gulfport Energy and its former CEO, Michael G.
SEC Settlement with Company, Ex-CEO Signals Continued Focus on Executive Perks | JD Supra
The recent SEC settlement with Gulfport Energy and its former CEO suggests a hard line approach to executive perks and compensation disclosures, even where expenses relate to business activities. On February 24, 2021, the Securities and Exchange Commission settled claims against Oklahoma-based Gulfport Energy and its former CEO, Michael G. Moore, for alleged failure to disclose certain perks provided to Moore, including personal use of a company provided aircraft and a company credit card.
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