Publications

SEC Adopts “Say on Pay” Rules

On January 25, 2011, the Securities and Exchange Commission adopted rules implementing the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers and the...Read More

SEC Adopts “Say on Pay” Rules

On January 25, 2011, the Securities and Exchange Commission adopted rules implementing the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers and the...Read More

ISS Issues Policy Updates for 2011 Proxy Season

In December 2010, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which govern its voting recommendations on equity plan proposals. As described below, burn rate levels increased significantly for technology and life sciences companies. ISS also issued several “Frequently Asked Questions” which explain various...Read More

ISS Updates Burn Rate Tables for 2011 Proxy Season

Download a pdf of this article » In December 2010, Institutional Shareholder Services, the prominent corporate governance advisory services firm, updated its “burn rate” tables, which govern its voting recommendations on equity plan proposals. As described below, burn rate levels increased significantly for technology and life sciences companies. ISS also issued several “Frequently Asked...Read More

ISS Issues Policy Updates for 2011 Proxy Season

Institutional Shareholder Services, the prominent corporate governance advisory services firm, has updated its U.S. corporate governance policies for 2011. This latest annual update addresses, among other things, the corporate governance and executive compensation policies that ISS will use to determine its voting recommendations for its proxy advisory clients during the upcoming 2011 proxy...Read More

SEC Proposes “Say on Pay” Rules

The Securities and Exchange Commission has proposed rules to implement the various shareholder advisory votes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Largely procedural in nature, the proposed rules address a number of questions about how companies are to conduct the new advisory vote to approve the compensation of their executive officers (the “Say-on-Pay...Read More

Preparing Your Executive Compensation Disclosure for Say on Pay

In a few short weeks, companies will begin preparing their proxy materials for their 2011 annual meetings of shareholders. While normally a routine task, this year’s preparations will be complicated by two significant new requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act. As we now know, at each annual meeting of shareholders occurring after January 21,...Read More

SEC Outlines Dodd-Frank Rulemaking Schedule

The Securities and Exchange Commission has published its tentative schedule for proposing and adopting rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As you know, although the Dodd-Frank Act contains a number of provisions affecting executive compensation practice and disclosure, most of these provisions do not contain an effective date....Read More

SEC Adopts Final “Proxy Access” Rules

On Wednesday, August 25th, the Securities and Exchange Commission, by a vote of 3-2, adopted rules that will permit long-term significant shareholders to use a company’s proxy materials to nominate their own candidates to serve on the company’s board of directors. While the SEC’s action brings to a close the long and, at times, bitter debate over the propriety of allowing shareholders to...Read More

SEC Adopts Final “Proxy Access” Rules

On Wednesday, August 25th, the Securities and Exchange Commission, by a vote of 3-2, adopted rules that will permit long-term significant shareholders to use a company’s proxy materials to nominate their own candidates to serve on the company’s board of directors. While the SEC’s action brings to a close the long and, at times, bitter debate over the propriety of allowing shareholders to...Read More

The Dodd-Frank Act Executive Compensation Provisions – What You Should be Doing Now

The recent adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains several significant new requirements affecting executive compensation programs, has focused the attention – and raised the anxiety levels – of public companies as we head into the fall. It is worth noting, however, that each of these new requirements has its own effective date (or...Read More

Financial Services Reform Bill Signed into Law

On Wednesday, July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The legislation, which contains sweeping reforms applicable to the financial services sector, also includes a number of provisions that will affect executive compensation and corporate governance policies and practices. For a summary of these provisions, see our...Read More