Thoughtful Disclosure Alerts

ISS Issues Mid-Year Reminder about Updating Compensation Peer Group

Download a pdf of this article » Institutional Shareholder Services (“ISS”) has issued its annual mid-year reminder inviting companies to update their self-constructed compensation peer groups for consideration as part of its review of their executive compensation program in connection with Annual Meetings of Shareholders to be held during the remainder of 2019. ISS considers a company’s...Read More

Director Compensation in 2019

Download a pdf of this article » A recent decision of the Delaware Court of Chancery (Stein v. Blankfein, et. al.) is a stark reminder of the ongoing risk of litigation over director compensation. Reaffirming the decision of the Delaware Supreme Court in In re: Investors Bancorp, Inc. Stockholder Litigation, the Chancery Court refused to dismiss a breach of fiduciary duty claim predicated on...Read More

Equity Practices at Technology Companies with Multi-Class Stock Structures

Download a pdf of this article » In recent years, the number of companies conducting an IPO with a multi-class stock structure has been quite pronounced. For example, in 2018 more than 10% of the companies that conducted an IPO on the U.S. national securities exchanges (15 of 140 companies) had multi-class stock structures. Nearly half (seven) of these 15 companies are in the technology sector...Read More

New Hedging Disclosure Rule Compliance Date Draws Near

Download a pdf of this article » New Item 407(i) of Regulation S-K, the hedging disclosure rule adopted by the Securities and Exchange Commission in December 2018, will soon begin to apply to certain public companies. Generally, public companies will need to disclose whether they maintain practices or policies regarding their employees’ (including officers) and directors’ ability to hedge the...Read More

Complying With the CEO Pay Ratio Rule in 2019

Download a pdf of this article » As we move towards the start of the 2019 proxy season, we also begin the second year of compliance with Item 402(u) of Regulation S-K, the CEO pay ratio rule. While compliance should generally be easier for companies that had to make their initial pay ratio disclosures in 2018, there are still some important decisions that will have to be made as part of the...Read More