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Articles by Sue Morgan
The Compensation Committee After Disney
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies. In 2005, the Delaware Court of Chancery absolved directors of liability for the 1995-96 hiring and firing of former Disney president Michael Ovitz.
NYSE and Nasdaq Amend Proposed Listing Standards to Extend Clawback Effective Date!
Sue Morgan, a partner in the firm’s Employee Benefits & Executive Compensation practice, has more than 30 years of experience in counseling clients on executive and equity compensation, corporate finance and securities, and insider trading compliance.
NYSE and Nasdaq Amend Proposed Listing Standards to Extend Clawback Effective Date!
Sue Morgan, a partner in the firm’s Employee Benefits & Executive Compensation practice, has more than 30 years of experience in counseling clients on executive and equity compensation, corporate finance and securities, and insider trading compliance.
Clawbacks: SEC (Slightly) Extends Deadline for It to Act on NYSE/Nasdaq Proposals
On Monday, the SEC extended the deadline by which it must act on the proposed NYSE and Nasdaq listing standards that deal with “Recovery of Erroneously Awarded Executive Compensation.” The SEC now has until June 11, 2023 (instead of April 27th) to decide whether to approve the two listing standard proposals. Here’s the SEC’s extension order relating to the NYSE – and here’s the order relating to Nasdaq. What does this mean for listed companies?
The NYSE & Nasdaq Propose Their Clawback Rules
Last October, the SEC adopted final rules directing the NYSE and Nasdaq to adopt listing standards requiring companies to have clawback policies that provide for the recovery, in the event of a required accounting restatement, of certain incentive-based compensation received by current or former executive officers based on erroneously reported financial information.
Corp Fin Issues 15 “Pay vs. Performance” CDIs!
On Friday, Corp Fin issued 15 new CDIs for its new pay vs. performance rules. Here they are — we have taken the liberty of grouping them loosely by type of CDI so that you may more easily peruse them (with a group of the miscellaneous and technical ones grouped together at the end): A.
Corp Fin Clarifies Compliance Dates for New Section 16 Amendments
As described in our earlier blog, the SEC adopted amendments to Rule 16b-3 last month requiring that dispositions by gift of securities previously permitted to be reported on a deferred basis on Form 5 will soon be required to be reported within two days on Form 4.
SEC Adopts Amendments to Rule 10b5-1: 8 Things to Know
Yesterday, the SEC adopted new rules that: Amend Rule 10b5-1 to add new conditions to the availability of the affirmative defense to insider trading liability, Impose new disclosure requirements for periodic reports, proxy and information statements regarding insider trading policies, trading plans of insiders and option grant practices, and Amend Section 16 filing requirements. Here are the SEC’s press release, fact sheet and adopting release. Here are eight things to know about the new rules: 1.
The SEC Adopts Clawback Rules: 5 Things to Know
Yesterday, the SEC adopted the clawback rules that have had quite a long journey, as noted in our blog a few days ago. Here’s the press release, fact sheet and 230-page adopting release.
8 Things to Know About This Proxy Season
A few days ago, we posted this new client alert, that we authored along with Danielle Benderly and Chris Wassman – “Preparing for the 2022 Public Company Reporting Season” – during which we delved into these eight topics: 1. Form 10-K Disclosures 2. E&S Disclosures in Proxy Statements 3. Board Diversity 4. Executive Compensation 5. Changes in the SEC Staff’s Shareholder Proposal No-Action Letter Process 6. Universal Proxy 7. Multi-Class Share Structures 8. Proxy Voting Advice Rules
SEC Proposes Changes to Rule 10b5-1 Plans: 6 Things to Know
Yesterday, the SEC proposed changes to Rule 10b5-1 plans that would add new conditions to the availability of the affirmative defense to insider trading liability – here are the SEC’s press release, fact sheet and proposing release. Here are six things to know about the proposal: 1.
ISS Posts Updated Comp FAQs: Four Things to Know
Last week, ISS posted a set of 11 updated FAQs for pandemic-related pay adjustments. The FAQs are updated from those that ISS originally posted in October 2020. Here are four things to be aware of in the updated FAQs: 1.
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